Common use of Filings; Other Actions Clause in Contracts

Filings; Other Actions. (a) Subject to the provisions of this Agreement and the Distribution Agreement, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, Parent and the Company shall prepare and file with the Securities and Exchange Commission (SEC the "SEC") a proxy statement for Form S-4, which will include the solicitation Proxy Statement/Prospectus. Each of proxies in favor of (i) the approval and adoption of this Agreement Parent and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable best efforts to have the Proxy Statement cleared by Form S-4 declared effective under the SEC for mailing in definitive form Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company and IMS HEALTH shall cooperate with each other in the preparation of will cause the Proxy Statement and any amendment or supplement theretoStatement/Prospectus to be mailed to the Company’s shareholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall use its reasonable best efforts, and the Company shall notify IMS HEALTH reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in order to permit the consummation of the receipt transactions contemplated by this Agreement, including the Merger. Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement/Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the threat or issuance of any comments stop order, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC with respect to for amendment of the Proxy Statement Statement/Prospectus or the Form S-4 or comments thereon and of any responses thereto or requests by the SEC for any amendment or supplement thereto or for additional information, and shall will promptly provide to IMS HEALTH promptly the other with copies of all correspondence between any written communication from the SEC and or any state securities commission. If at any time prior to the Company Effective Time any information relating to Parent or the Company, or any of its advisors with respect their respective Affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity /Prospectus, so that any of such documents would not include a misstatement of a material fact or omit to review state any material fact necessary to make the Proxy Statement and all responses to requests for additional information by and replies to comments statements therein, in light of the SECcircumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall incorporate therein any reasonable comments IMS HEALTH may deliver be promptly filed with the SEC and, to the Company with respect theretoextent required by Law, before such Proxy Statement, response or reply is filed with or sent disseminated to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders shareholders of the Company's common stock entitled to vote at . At the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH Company’s request, Parent shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion cooperate in appropriately amending or supplementing the Proxy Statement/Prospectus to reflect any Adverse Recommendation Change made in compliance with this Agreement.

Filings; Other Actions. (a) Subject to the provisions of this Agreement and the Distribution Agreement, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a proxy statement (the "Proxy Statement") for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement Agreement; and the Merger, (ii) the approval of each of the Governance Provisions Amendments as amendments to the Company's Restated Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of any of the Governance Provisions or the Share Increase Amendments as independent amendments to the Company's Restated Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH UNITRIN shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH UNITRIN of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, information and shall provide to IMS HEALTH UNITRIN promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH UNITRIN and its counsel appropriate advance opportunity to review and comment upon the Proxy Statement and all responses to requests for additional information by by, and replies to comments of of, the SEC, and shall incorporate therein any reasonable comments IMS HEALTH UNITRIN may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially all reasonable efforts, after consultation with IMS HEALTH UNITRIN and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders of the Company's common stock Common Stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH UNITRIN shall provide the Company such information concerning the business and affairs of IMS HEALTH UNITRIN and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject to the provisions of this Agreement and the Distribution Agreement, the Company shall prepare and file with the Securities and Exchange Commission (the "“SEC"”) as soon as reasonably practicable following the execution hereof a proxy statement (the “Proxy Statement”) for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to Proposals, the Company's Certificate of Incorporation to become effective solely upon Authorized Capital Increase Proposal, the effectiveness of Name Change Proposal and the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement")Stockholder Rights Proposal. The Company shall not propose to its stockholders the adoption of any of the Governance Provisions Proposals, the Authorized Capital Increase Proposal, the Name Change Proposal or the Share Increase Stockholder Rights Proposal as independent amendments to the Company's ’s Restated Certificate of Incorporation, but only as amendments to become effective solely be adopted upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH Centex shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH Centex of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH Centex promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH Centex and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH Centex may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially its reasonable best efforts, after consultation with IMS HEALTH Centex and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders of the Company's common stock Common Stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following promptly upon the execution hereof. IMS HEALTH shall provide resolution of all such comments and requests or at such other time agreed to by the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statementparties hereto.

Filings; Other Actions. (a) Subject Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the provisions of this Agreement Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the Distribution other transactions contemplated by this Agreement. Without limiting the foregoing, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filingfilings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The Company and IMS HEALTH parties hereto shall cooperate use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with each other any information for inclusion in the preparation of the Proxy Information Statement and any amendment that may be required under applicable Law or supplement thereto, and the Company that is reasonably requested by PDN. PDN shall notify IMS HEALTH NAPW of the receipt of any comments of from the SEC with respect to the Proxy Statement and of any requests by request from the SEC for any amendment amendments or supplement thereto supplements to the Information Statement or for additional information, and shall provide will promptly supply to IMS HEALTH promptly NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC and the Company or any members of its advisors staff, on the other hand, with respect to the Proxy Information Statement. The Company Each of NAPW, PDN and Merger Sub shall give IMS HEALTH use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its counsel appropriate advance Representatives reasonable opportunity to review comment thereon. Notwithstanding the Proxy Statement and all responses forgoing, no party shall have any obligation to requests for additional information by and replies to comments notify the other parties of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver matters to the Company with respect thereto, before such Proxy Statement, response extent that its board of directors or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable effortsany committee thereof determines in good faith, after consultation with IMS HEALTH and its advisorsoutside legal counsel, that to respond promptly do so would be inconsistent with the directors’ exercise of their fiduciary obligations to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statementits stockholders under applicable Law.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, ETP and the Company shall prepare and file with the Securities and Exchange Commission (SEC the "SEC") a proxy statement for Form S-4, which will include the solicitation Proxy Statement/Prospectus. Each of proxies in favor of (i) the approval and adoption of this Agreement ETP and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable best efforts to have the Proxy Statement cleared by Form S-4 declared effective under the SEC for mailing in definitive form Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement/Prospectus to be mailed to the Company’s shareholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. ETP shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and IMS HEALTH shall cooperate with each other reservation of Common Units in the preparation of the Proxy Statement and any amendment or supplement theretoMerger, and the Company shall notify IMS HEALTH furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement/Prospectus will be made by ETP or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon. ETP or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the receipt time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any comments stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC with respect to for amendment of the Proxy Statement Statement/Prospectus or the Form S-4 or comments thereon and of any responses thereto or requests by the SEC for any amendment or supplement thereto or for additional information, and shall will promptly provide to IMS HEALTH promptly the other with copies of all correspondence between any written communication from the SEC and or any state securities commission. If at any time prior to the Company Effective Time any information relating to ETP or the Company, or any of its advisors with respect their respective affiliates, officers or directors, is discovered by ETP or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity /Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to review state any material fact necessary to make the Proxy Statement and all responses to requests for additional information by and replies to comments statements therein, in light of the SECcircumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall incorporate therein any reasonable comments IMS HEALTH may deliver be promptly filed with the SEC and, to the Company with respect theretoextent required by law, before such Proxy Statement, response or reply is filed with or sent disseminated to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders shareholders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the provisions of this Agreement Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the Distribution other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Company Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file with the Securities SEC the Transaction SEC Filings, and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval Wendy’s and adoption of this Agreement and the MergerTriarc, (ii) the approval of the Governance Provisions as amendments appropriate, shall use reasonable best efforts to respond to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH of the receipt of any comments of the SEC with respect to and have the Proxy Statement and of any requests Form S-4 declared effective by the SEC for any amendment or supplement thereto or for additional information, under the Securities Act and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the holders Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Company's common stock entitled Transaction SEC Filings, the parties shall consult with each other party with respect to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereofsuch filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. IMS HEALTH Each party shall provide the Company such any other party with any information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy StatementTransaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if at any time prior to the Wendy’s Meeting or Triarc Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Law.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, Parent and the Company shall prepare and file with the Securities SEC the Form S-4, which will include the Proxy Statement/Prospectus and Exchange Commission (the "SEC") a proxy statement shall, for the solicitation avoidance of proxies in favor of (i) doubt, register the approval and adoption of this Agreement and the Merger, (ii) the approval issuance of the Governance Provisions as amendments to Parent Common Stock, issued at the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of Effective Time in the Merger. The Each of Parent and the Company shall use all reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. Each of Parent and the Company will cause the Proxy Statement cleared by the SEC for mailing in definitive form Statement/Prospectus to be mailed to their respective stockholders as promptly as practicable after such filingthe Form S-4 is declared or becomes effective under the Securities Act. The Company Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and IMS HEALTH shall cooperate with each other reservation of shares of Parent Common Stock in the preparation of the Proxy Statement and any amendment or supplement theretoMerger, and the Company shall notify IMS HEALTH furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement/Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (not to be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the receipt time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any comments stop order, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC with respect to for amendment of the Proxy Statement Statement/Prospectus or the Form S-4 or comments thereon and of any responses thereto or requests by the SEC for any amendment or supplement thereto or for additional information, and shall will promptly provide to IMS HEALTH promptly the other with copies of all correspondence between any written communication from the SEC and the Company or any of its advisors state securities commission with respect to the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response Form S-4 or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement/Prospectus. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement/Prospectus, so that any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of each party.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, the Company shall prepare and file with the Securities and Exchange Commission (SEC the "SEC") a proxy statement for Proxy Statement in preliminary form, which shall, subject to Section 5.3(b), include the solicitation of proxies in favor of (i) the approval and adoption of this Agreement Recommendation. Parent and the Merger, (ii) Company shall cooperate with each other in connection with the approval preparation of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement")foregoing document. The Company shall not propose to will use its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable best efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of will use its reasonable best efforts to cause the Proxy Statement and any amendment or supplement thereto, and to be mailed to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify IMS HEALTH Parent of the receipt of any oral or written comments of from the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect relating to the Proxy Statement. The Company shall give IMS HEALTH (i) cooperate and its counsel appropriate advance provide Parent with a reasonable opportunity to review and comment on the drafts of the preliminary and definitive Proxy Statement Statements (including each amendment or supplement thereto), each Company SEC Document to be filed after the date of this Agreement, and all responses to requests for additional information by and replies to comments of the SEC, in each case, prior to their being filed with the SEC, and Parent and the Company will provide each other with copies of all such filings made and correspondence with the SEC or its staff with respect thereto and (ii) consider in good faith any comments reasonably proposed by Parent or its legal counsel with respect to such documents. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall incorporate therein any reasonable comments IMS HEALTH may deliver promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause disseminated by the Proxy Statement to be mailed Company to the holders shareholders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject The Company, Parent and Merger Sub shall each use all reasonable efforts to take or cause to be taken such actions as may be required to be taken under the provisions of this Agreement Exchange Act any other federal securities Laws, and under any applicable state securities or “blue sky” Laws in connection with the Merger and the Distribution other transactions contemplated by this Agreement, including the Proxy Statement. In connection with the Merger and the Company Meeting, the Company shall prepare and file with the Securities and Exchange Commission (SEC the "SEC") a proxy statement for Proxy Statement relating to the solicitation of proxies in favor of (i) the approval and adoption of this Agreement Merger and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Mergerother transactions contemplated by this Agreement, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company and Parent shall use all reasonable efforts to have respond to the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders Company’s stockholders, all as promptly as reasonably practicable; provided, however, that prior to the filing of the Company's common stock entitled Proxy Statement, the Company shall consult with Parent with respect to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereofsuch filings and shall afford Parent or its Representatives reasonable opportunity to comment thereon. IMS HEALTH Parent and Merger Sub shall provide the Company such with any information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement which may be required under applicable Law and/or which is reasonably requested by the Company. The Company shall notify Parent of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, and will promptly supply Parent with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Merger. Each of the Company, Parent and Merger Sub shall use its respective reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement and any other required filings as promptly as practicable after receipt thereof. Each of the Company, Parent and Merger Sub agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Company Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company will promptly inform Parent. In such case, the Company, with the cooperation of Parent, will, upon learning of such event, promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and shall mail such amendment or supplement to the Company’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, the Company shall consult with Parent with respect to such amendment or supplement and shall afford Parent or its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, the Company shall have no obligation to notify Parent of any matters to the extent that the Board of Directors determines in good faith, after consultation with the Company’s legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to the Company’s stockholders under applicable Law.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement Agreement, Parent and the Distribution Agreement, the Company Partnership shall prepare and file with the Securities and Exchange Commission (SEC the "SEC") a proxy statement for Form S-4, which will include the solicitation Proxy Statement/Prospectus. Each of proxies in favor of (i) the approval and adoption of this Agreement Parent and the Merger, (ii) Partnership shall use reasonable best efforts to have the approval of Form S-4 declared effective under the Governance Provisions Securities Act as amendments promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Partnership will cause the Proxy Statement/Prospectus to be mailed to the Company's Certificate Partnership’s unitholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Incorporation to become effective solely upon the effectiveness of Parent Common Units in the Merger, and the Partnership shall furnish all information concerning the Partnership and the holders of Partnership Common Units and Partnership Preferred Units, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement/Prospectus will be made by Parent or the Partnership, as applicable, without the other’s prior consent (iiiwhich shall not be unreasonably withheld, conditioned or delayed) and without providing the approval other party a reasonable opportunity to review and comment thereon. Parent or the Partnership, as applicable, will advise the other promptly after it receives oral or written notice of the Share Increase as amendments to time when the Company's Certificate of Incorporation to Form S-4 has become effective solely upon or any supplement or amendment has been filed, the effectiveness issuance of any stop order, the suspension of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption qualification of the Governance Provisions Parent Common Units issuable in connection with the Merger for offering or the Share Increase as independent amendments to the Company's Certificate of Incorporationsale in any jurisdiction, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared or any oral or written request by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation amendment of the Proxy Statement Statement/Prospectus or the Form S-4 or comments thereon and any amendment responses thereto or supplement thereto, and the Company shall notify IMS HEALTH of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall will promptly provide to IMS HEALTH promptly the other with copies of all correspondence between any written communication from the SEC and or any state securities commission. If at any time prior to the Company Effective Time any information relating to Parent or the Partnership, or any of its advisors with respect their respective affiliates, officers or directors, is discovered by Parent or the Partnership which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity /Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to review state any material fact necessary to make the Proxy Statement and all responses to requests for additional information by and replies to comments statements therein, in light of the SECcircumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall incorporate therein any reasonable comments IMS HEALTH may deliver be promptly filed with the SEC and, to the Company with respect theretoextent required by Law, before such Proxy Statement, response or reply is filed with or sent disseminated to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders unitholders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy StatementPartnership.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, Sodium and the Company shall jointly prepare the Registration Statement, including the Proxy Statement/Prospectus, and Sodium shall file with the Securities and Exchange Commission (SEC the "SEC") a proxy statement for the solicitation Registration Statement. Each of proxies in favor of (i) the approval and adoption of this Agreement Sodium and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable best efforts to have the Proxy Registration Statement cleared by declared effective under the SEC for mailing in definitive form Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Registration Statement effective until the earlier of the Effective Time and the Termination Date. The Company Sodium shall take any action required to be taken under any applicable state securities laws in connection with the issuance and IMS HEALTH shall cooperate with each other reservation of Sodium Shares in the preparation of the Proxy Statement and any amendment or supplement theretoMerger, and the Company shall notify IMS HEALTH furnish all information concerning the Company and the holders of shares of Company Common Stock, or beneficial owners of an interest therein, as may be reasonably required in connection with any such action. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be made by Sodium or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a reasonable opportunity to review and comment thereon. Sodium or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the receipt time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any comments stop order, the suspension of the qualification of the Sodium Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC with respect to for amendment of the Registration Statement or the Proxy Statement Statement/Prospectus or comments thereon and of any responses thereto or requests by the SEC for any amendment or supplement thereto or for additional information, and shall will promptly provide to IMS HEALTH promptly the other with copies of all correspondence between any written communication from the SEC and or any state securities commission. If at any time prior to the Company Effective Time any information relating to Sodium, Sodium US or the Company, or any of its advisors with respect their respective Affiliates, officers or directors, is discovered by Sodium or the Company that should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity /Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to review state any material fact necessary to make the Proxy Statement and all responses to requests for additional information by and replies to comments statements therein, in light of the SECcircumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall incorporate therein any reasonable comments IMS HEALTH may deliver be promptly filed with the SEC and, to the Company with respect theretoextent required by law, before such Proxy Statement, response or reply is filed with or sent disseminated to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders stockholders of the Company's common stock entitled to vote at Company and the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs stockholders of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy StatementSodium.

Filings; Other Actions. (a) Subject to the provisions Each of this Agreement and the Distribution Agreement, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement theretoto the preliminary Proxy Statement and, except to the extent provided in Section 5.3 (c) or (d), the Proxy Statement shall include the recommendation of the Board of Directors of the Company that the Company’s stockholders approve and adopt this Agreement. As promptly as practicable after the execution of this Agreement, the Company shall file with the SEC the preliminary Proxy Statement; provided that subject to applicable Law the Company shall use its commercially reasonable efforts to file the preliminary Proxy Statement within 10 days following the date of this Agreement, and, thereafter, shall use its commercially reasonable efforts to have the preliminary Proxy Statement cleared by the SEC as promptly as reasonably practicable; provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. The Company shall notify IMS HEALTH Parent of the receipt of any comments of from the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, information and shall provide to IMS HEALTH Parent as promptly as reasonably practicable, copies of all written correspondence (and summaries of any oral comments) between the SEC and the Company or any Representative of its advisors the Company and the SEC with respect to the Proxy Statement. The Company shall give IMS HEALTH provide Parent and its legal counsel appropriate advance with a reasonable opportunity to review and comment on any proposed response to any comment of the SEC staff and any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent and Merger Sub shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all responses information required to requests for additional information be contained in the Proxy Statement have been included therein by the Company, the Company shall file the definitive Proxy Statement with the SEC and replies cause the Proxy Statement to comments be disseminated (including by electronic delivery if permitted) as promptly as reasonably practicable, to its stockholders of record, as of the SECrecord date established by the Board of Directors of the Company. Each of the parties shall correct promptly, and shall incorporate therein any reasonable comments IMS HEALTH may deliver information provided by it to be used specifically in the Company with respect thereto, before such Proxy Statement, response if required, that shall have become false or reply is filed misleading in any material respect and shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or sent supplement to the SEC. The Company agrees Proxy Statement so as to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, correct the SEC same and to cause the Proxy Statement as so corrected to be mailed disseminated to the holders stockholders of the Company's common stock entitled , in each case to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably extent required for inclusion in the Proxy Statementby applicable Law.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, Parent and the Company shall prepare and file with the Securities and Exchange Commission (SEC the "SEC") a proxy statement for Registration Statement, which will include the solicitation Proxy Statement/Prospectus. Each of proxies in favor of (i) the approval and adoption of this Agreement Parent and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable best efforts to have the Proxy Registration Statement cleared by declared effective under the SEC for mailing in definitive form Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Registration Statement effective as long as necessary to consummate the Mergers and the other transactions contemplated hereby or until the termination of this Agreement in accordance with Article VII. The Each of Parent and the Company will use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed or made available to the Company’s shareholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and IMS HEALTH shall cooperate with each other reservation of Parent Shares in the preparation of the Proxy Statement and any amendment or supplement theretoFirst Merger, and the Company shall notify IMS HEALTH furnish all information concerning the Company and the holders of shares of Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the receipt time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any comments stop order, the suspension of the qualification of the Parent Shares issuable in connection with the First Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC with respect to for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and of any responses thereto or requests by the SEC for any amendment or supplement thereto or for additional information, and shall will promptly provide to IMS HEALTH promptly the other with copies of all correspondence between any written communication from the SEC and or any state securities commission. If at any time prior to the Company Effective Time any information relating to Parent or the Company, or any of its advisors with respect their respective affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity /Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to review state any material fact necessary to make the Proxy Statement and all responses to requests for additional information by and replies to comments statements therein, in light of the SECcircumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall incorporate therein any reasonable comments IMS HEALTH may deliver be promptly filed with the SEC and, to the Company with respect theretoextent required by law, before such Proxy Statement, response or reply is filed with or sent disseminated to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders shareholders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject to the provisions Each of this Agreement and the Distribution Agreement, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement theretoto the preliminary Proxy Statement. Except in the event of a Change of Board Recommendation specifically permitted by Section 5.2(d), the Proxy Statement shall include the Company Board Recommendation. As promptly as practicable after the execution of this Agreement, and in any event no later than twenty-five (25) days following the date of this Agreement, Company shall file with the SEC the preliminary Proxy Statement and, thereafter, shall use its reasonable best efforts to have the preliminary Proxy Statement cleared by the SEC as promptly as practicable; provided, however, that Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. Company shall notify IMS HEALTH Parent of the receipt of any comments of from the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, information and shall provide to IMS HEALTH Parent as promptly as reasonably practicable, copies of all written correspondence (and summaries of any oral comments) between the SEC and the Company or any Representative of its advisors Company and the SEC with respect to the Proxy Statement. The Company shall give IMS HEALTH provide Parent and its legal counsel appropriate advance with a reasonable opportunity to review and comment on any proposed response to any comment of the SEC staff and any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent and Merger Sub shall promptly provide Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all responses information required to requests for additional information be contained in the Proxy Statement have been included therein by Company, Company shall file the definitive Proxy Statement with the SEC and replies cause the Proxy Statement to comments be disseminated (including by electronic delivery if permitted) as promptly as reasonably practicable, to its stockholders of record, as of the SECrecord date established by the Board of Directors of Company or the Special Committee. Each of the parties hereto shall correct promptly, and shall incorporate therein any reasonable comments IMS HEALTH may deliver information provided by it to be used specifically in the Company with respect thereto, before such Proxy Statement, response if required, that shall have become false or reply is filed misleading in any material respect and shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or sent supplement to the SEC. The Company agrees Proxy Statement so as to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, correct the SEC same and to cause the Proxy Statement as so corrected to be mailed disseminated to the holders stockholders of Company, in each case to the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably extent required for inclusion in the Proxy Statementby applicable Law.

Filings; Other Actions. (a) Subject to If the provisions approval of this Agreement and by the Distribution AgreementCompany’s stockholders is required under applicable Law, as promptly as practicable following the Offer Closing, the Company shall prepare and file with the Securities SEC the Proxy Statement, and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement Parent and the Merger, (ii) Company shall cooperate with each other in connection with the approval preparation of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to will use its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable best efforts to have the Proxy Statement cleared by the staff of the SEC for mailing in definitive form as promptly as reasonably practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of will use its reasonable best efforts to cause the Proxy Statement and any amendment or supplement thereto, and to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the staff of the SEC. The Company shall as promptly as practicable notify IMS HEALTH Parent of the receipt of any oral or written comments from the staff of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect relating to the Proxy Statement. The Prior to filing with the SEC, sending to the SEC or mailing to stockholder of the Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review (i) the Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the SEC, and shall incorporate therein staff of the SEC or responding to any reasonable comments IMS HEALTH may deliver to from the Company SEC with respect thereto, before the Company shall provide Parent with a reasonable opportunity to review and comment on such Proxy Statementdocument or response, shall include in such document or response all comments reasonably proposed by Parent, and shall obtain the consent of Parent to such filing or reply is filed with mailing, such consent not to be unreasonably withheld conditioned or sent to the SECdelayed. The Company agrees will provide to use commercially reasonable effortsParent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. If at any time prior to the earlier of the Effective Time and the Termination Date, after consultation with IMS HEALTH and its advisorsany information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to respond the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly to all such comments of, and requests by, filed by the Company with the SEC and to cause disseminated by the Proxy Statement to be mailed Company to the holders stockholders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject to As promptly as practicable following the provisions date of this Agreement and the Distribution Agreement, the Company shall prepare and file with the Securities SEC the Proxy Statement, and Exchange Commission (the "SEC") a proxy statement for Company and Parent shall prepare and file with the solicitation SEC the Schedule 13E-3. Parent and the Company shall cooperate with each other in connection with the preparation of proxies in favor the foregoing documents. Each of (i) Parent and the approval Company will use its commercially reasonable efforts to cause the Proxy Statement and adoption Schedule 13E-3 to be filed with the SEC as promptly as reasonably practicable after the date of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement")Agreement. The Company shall not propose to will use its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all commercially reasonable efforts to have the Proxy Statement Statement, and Parent and the Company will use their commercially reasonable efforts to have the Schedule 13E-3, cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of will use its commercially reasonable efforts to cause the Proxy Statement and any amendment or supplement thereto, and to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify IMS HEALTH Parent of the receipt of any oral or written comments of from the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect relating to the Proxy Statement. The Company shall give IMS HEALTH cooperate and its counsel appropriate advance provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), and Parent and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC, prior to filing such with or sending such to the SEC, and Parent and the Company will provide each other with copies of all such filings made and correspondence with the SEC with respect thereto. If at any time prior to the Effective Time, any information should be discovered by any party hereto that should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall incorporate therein any reasonable comments IMS HEALTH may deliver promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause disseminated by the Proxy Statement to be mailed Company to the holders stockholders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject to the provisions Each of this Agreement and the Distribution Agreement, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement theretoto the preliminary Proxy Statement and, except to the extent provided in Section 5.3 (c) or (d), the Proxy Statement shall include the recommendation of the Board of Directors of the Company that the Company’s stockholders approve and adopt this Agreement. As promptly as practicable after the execution of this Agreement, the Company shall file with the SEC the preliminary Proxy Statement; provided that subject to applicable Law the Company shall use its commercially reasonable efforts to file the preliminary Proxy Statement within 30 days following the date of this Agreement, and, thereafter, shall use its commercially reasonable efforts to have the preliminary Proxy Statement cleared by the SEC as promptly as reasonably practicable; provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. The Company shall notify IMS HEALTH Parent of the receipt of any comments of from the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, information and shall provide to IMS HEALTH Parent as promptly as reasonably practicable, copies of all written correspondence (and summaries of any oral comments) between the SEC and the Company or any Representative of its advisors the Company and the SEC with respect to the Proxy Statement. The Company shall give IMS HEALTH provide Parent and its legal counsel appropriate advance with a reasonable opportunity to review and comment on any proposed response to any comment of the SEC staff and any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent and Merger Sub shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all responses information required to requests for additional information be contained in the Proxy Statement have been included therein by the Company, the Company shall file the definitive Proxy Statement with the SEC and replies cause the Proxy Statement to comments be disseminated (including by electronic delivery if permitted) as promptly as reasonably practicable, to its stockholders of record, as of the SECrecord date established by the Board of Directors of the Company. Each of the parties shall correct promptly, and shall incorporate therein any reasonable comments IMS HEALTH may deliver information provided by it to be used specifically in the Company with respect thereto, before such Proxy Statement, response if required, that shall have become false or reply is filed misleading in any material respect and shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or sent supplement to the SEC. The Company agrees Proxy Statement so as to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, correct the SEC same and to cause the Proxy Statement as so corrected to be mailed disseminated to the holders stockholders of the Company's common stock entitled , in each case to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably extent required for inclusion in the Proxy Statementby applicable Law.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, the Company shall prepare the Proxy Statement (which shall include the Recommendation), and file the Company and Parent shall prepare the Schedule 13E-3. Parent and the Company shall cooperate with each other in connection with the Securities and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval preparation of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement")foregoing documents. The Company shall not propose to will use its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable best efforts to have the Proxy Statement Statement, and Parent and the Company will use their reasonable best efforts to have the Schedule 13E-3, cleared by the SEC for mailing in definitive form as promptly as reasonably practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of will use its reasonable best efforts to cause the Proxy Statement and any amendment or supplement thereto, and to be mailed to the Company’s shareholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify IMS HEALTH Parent of the receipt of any oral or written comments of from the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect relating to the Proxy Statement. The Company shall give IMS HEALTH cooperate and its counsel appropriate advance provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), and Parent and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC, prior to filing such with or sending such to the SEC, and Parent and the Company will provide each other with copies of all such filings made and correspondence with the SEC. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall incorporate therein any reasonable comments IMS HEALTH may deliver promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause disseminated by the Proxy Statement to be mailed Company to the holders shareholders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject to the provisions of this Agreement and the Distribution Agreement, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable following the execution hereof a proxy statement (the "Proxy Statement") for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to Proposals and the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement")Stockholder Rights Proposal. The Company shall not propose to its stockholders the adoption of any of the Governance Provisions Proposals or the Share Increase Stockholder Rights Proposal as independent amendments to the Company's Restated Certificate of Incorporation, but only as amendments to become effective solely be adopted upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH Centex shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH Centex of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH Centex promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH Centex and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH Centex may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially its reasonable best efforts, after consultation with IMS HEALTH Centex and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders of the Company's common stock Common Stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following promptly upon the execution hereof. IMS HEALTH shall provide resolution of all such comments and requests or at such other time agreed to by the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statementparties hereto.

Filings; Other Actions. (a) Subject to If the provisions Short Form Merger is not available in accordance with Section 1.12 of this Agreement and the Distribution AgreementCompany Stockholder Approval is required under the DGCL, as promptly as reasonably practicable following the consummation or expiration of the Offer and the Company becoming current with respect to the filing of all outstanding periodic reports required to be filed with the SEC or having received a waiver from the SEC with respect thereto, the Company shall prepare and file with the Securities and Exchange Commission (SEC the "SEC") a proxy statement for Proxy Statement, which shall, subject to Section 4.3, include the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the MergerRecommendation, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all its commercially reasonable efforts to have the Proxy Statement cleared respond to any comments by the SEC for mailing staff in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation respect of the Proxy Statement Statement. Parent and any amendment or supplement theretoMerger Sub shall, and Parent shall cause Merger Sub to, provide to the Company shall notify IMS HEALTH of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and such information as the Company or any of its advisors with respect to may reasonably request for inclusion in the Proxy Statement. The Company shall give IMS HEALTH and use its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and efforts to cause the Proxy Statement to be mailed to the holders Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify Parent of the receipt of any oral or written comments from the SEC relating to the Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto). The Company shall provide Parent with copies of all filings made and correspondence with the SEC with respect to the Proxy Statement. If, at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the stockholders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject The Company will use its reasonable best efforts promptly to the provisions of this Agreement and the Distribution Agreement, the Company shall prepare and file with the Securities and Exchange Commission SEC the Proxy Statement- Prospectus. (the "SEC"b) a proxy statement for the solicitation of proxies in favor of The Company will use its reasonable best efforts (i) promptly to prepare and file with the approval SEC the VRM Registration Statement in connection with the distribution of VRM Common Stock and adoption of this Agreement associated VRM Rights in the Distribution, and the Merger, (ii) to cause the approval of the Governance Provisions as amendments Proxy Statement-Prospectus to be mailed to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filingthe Proxy Statement-Prospectus has been cleared by the SEC. The Company (c) Acquiror will use its reasonable best efforts promptly to prepare and IMS HEALTH shall cooperate file with each other in the preparation SEC the Acquiror Form S-4. (d) None of the Registration Statements or the Proxy Statement and any Statement-Prospectus shall be filed with the SEC, and, prior to termination of this Agreement, no amendment or supplement theretothereto shall be filed with the SEC, and by the Company shall notify IMS HEALTH or Acquiror without giving the other and its counsel a reasonable opportunity to review and comment on such filings prior to the filing thereof. Each of the receipt of Company and Acquiror agrees to use its reasonable best efforts, after consultation with the other party, to respond promptly to any comments of made by the SEC with respect to all of its filings referred to in clauses (a), (b) and (c) above, including the Proxy Statement preparation and filing of any requests amendments or supplements thereto, and to have all such filings declared effective under the Securities Act and the Exchange Act, as applicable, or cleared by the SEC for any amendment or supplement thereto or for additional informationSEC, in each case as promptly as practicable after the filing thereof. Each of the Company and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC Acquiror will, and the Company will cause VRM to, use its reasonable best efforts to obtain all necessary state securities law or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH "Blue Sky" permits and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.approvals A-30

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, but in no event later than fifteen (15) business days hereafter, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have SEC the Proxy Statement cleared relating to the Merger and the other transactions contemplated by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement theretothis Agreement, and the Company shall notify IMS HEALTH of use its reasonable best efforts to respond to the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders Company’s shareholders as promptly as reasonably practicable; provided, however, that prior to the filing of the Company's common stock entitled Proxy Statement, the Company shall consult with Parent with respect to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereofsuch filing and shall afford Parent or its Representatives reasonable opportunity to review and comment thereon. IMS HEALTH Parent and Merger Sub shall provide the Company such with any information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement which may be required under applicable Law and/or which is reasonably requested by the Company. The Company shall promptly notify Parent of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, and will promptly supply Parent with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the Company Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company will promptly inform Parent. In such case, the Company, with the cooperation of Parent, will promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to the Company’s shareholders to the extent required by applicable Law; provided, however, that prior to such filing, the Company 38 shall consult with Parent with respect to such amendment or supplement and shall afford Parent or its Representatives reasonable opportunity to review and comment thereon.

Filings; Other Actions. (a) Subject Each of Theraclone, PharmAthene and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the provisions of this Agreement Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the Distribution other transactions contemplated by this Agreement. Without limiting the foregoing, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company the date of this Agreement, the parties hereto shall prepare and IMS HEALTH shall cooperate cause to be filed with each other the SEC the Proxy Statement and the Form S-4 Registration Statement, in which the preparation Proxy Statement will be included as a prospectus; provided, however, that prior to the filing of the Proxy Statement and any amendment or supplement theretothe Form S-4 Registration Statement, and the Company PharmAthene shall notify IMS HEALTH of the receipt of any comments of the SEC consult with Theraclone with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, such filings and shall provide afford Theraclone and its Representatives reasonable opportunity to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statementcomment thereon. The Company parties hereto shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any use reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and best efforts to cause the Proxy Statement to be mailed to the holders of the Company's common stock entitled to vote at the Stockholders Meeting PharmAthene’s stockholders and Theraclone’s stockholders, all as soon promptly as reasonably possible following practicable after the execution hereofdate on which the Form S-4 Registration Statement is declared effective under the Securities Act (the “S-4 Effective Date”). IMS HEALTH Theraclone shall provide the Company such PharmAthene with any information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement and the Form S-4 Registration Statement that may be required under applicable Law or that is reasonably requested by PharmAthene. PharmAthene shall notify Theraclone of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Proxy Statement, the Form S-4 Registration Statement or for additional information, and will promptly supply to Theraclone copies of all correspondence between PharmAthene or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 Registration Statement or the Merger. Each of Theraclone, PharmAthene and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement, the Form S-4 Registration Statement and any other required filings as promptly as practicable after receipt thereof. Each of Theraclone, PharmAthene and Merger Sub agree to correct any information provided by it for use in the Proxy Statement or the Form S-4 Registration Statement, which shall have become false or misleading in any material respect. Theraclone will promptly notify the PharmAthene if at any time prior to the PharmAthene Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Proxy Statement or the Form S-4 Registration Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PharmAthene’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Law.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, the Company shall prepare the Proxy Statement, and file the Company and Parent shall prepare the Schedule 13E-3. Parent and the Company shall cooperate with each other in connection with the Securities and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval preparation of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement")foregoing documents. The Company shall not propose to will use its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable best efforts to have the Proxy Statement Statement, and Parent and the Company will use their reasonable best efforts to have the Schedule 13E-3, cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of will use its reasonable best efforts to cause the Proxy Statement and any amendment or supplement thereto, and to be mailed to the Company's shareholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify IMS HEALTH Parent of the receipt of any oral or written comments of from the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect relating to the Proxy Statement. The Company shall give IMS HEALTH cooperate and its counsel appropriate advance provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), and Parent and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC, prior to filing such with or sending such to the SEC, and Parent and the Company will provide each other with copies of all such filings made and correspondence with the SEC with respect thereto. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall incorporate therein any reasonable comments IMS HEALTH may deliver promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause disseminated by the Proxy Statement to be mailed Company to the holders shareholders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, the Company shall prepare and file a preliminary Proxy Statement with the Securities and Exchange Commission SEC (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use reasonable best efforts to cause such filing to be made within twenty (20) Business Days of the date hereof). Parent shall cooperate with the Company in the preparation of the Proxy Statement, and the parties shall furnish all information concerning it and its Affiliates (including, in the case of Parent and Merger Sub) and any transaction any of them have or are contemplating entering into in connection with this Agreement that is necessary or appropriate in connection with the preparation of the Proxy Statement, and provide such other assistance, as may be reasonably requested in the connection with the preparation, filing and distribution of the Proxy Statement. The parties shall use their respective reasonable best efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as reasonably practicable after such filing. The Company and IMS HEALTH parties shall cooperate with each other in respond promptly to any comments from the preparation SEC or the staff of the SEC. Each party shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the other party with copies of all correspondence between such party and any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. The Proxy Statement shall comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act. Prior to filing or mailing the Proxy Statement (including any preliminary Proxy Statement and any amendment or supplement thereto, and ) or any other documents related to the Company shall notify IMS HEALTH of the receipt of Stockholders’ Meeting, or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on the Proxy Statement (and of any requests by the SEC for any amendment or supplement thereto thereto), any other documents related to the Company Stockholders’ Meeting or for additional informationresponse, and (ii) shall provide consider in good faith all comments reasonably proposed by Parent. If at any time prior to IMS HEALTH promptly copies of all correspondence between the SEC and the Company Stockholders’ Meeting (or any adjournment or postponement thereof) any information relating to Parent or the Company, or any of its advisors with respect their respective Affiliates, officers or directors, is discovered by Parent or the Company, as applicable, that should be set forth in an amendment or supplement to the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review , so that the Proxy Statement and all responses would not include a misstatement of a material fact or omit to requests for additional information by and replies state any material fact necessary to comments make the statements therein, in light of the SECcircumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall incorporate therein any reasonable comments IMS HEALTH may deliver be promptly filed by the parties with the SEC and, to the Company with respect theretoextent required by applicable Law, before such Proxy Statement, response or reply is filed with or sent disseminated to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders stockholders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject The Company, Parent and Merger Sub shall each use all reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the provisions Exchange Act any other federal securities Laws, and under any applicable state or foreign securities or "blue sky" Laws or rules of this Agreement the ISA or TASE in connection with the Merger and the Distribution other transactions contemplated by this Agreement, including the Proxy Statement. In connection with the Merger and the Company Meeting, Parent and the Company shall prepare prepare, and the Company shall file with the Securities and Exchange Commission (SEC, as soon as practicable, the "SEC") a proxy statement for Proxy Statement relating to the solicitation of proxies in favor of (i) the approval and adoption of this Agreement Merger and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Mergerother transactions contemplated by this Agreement, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company and Parent shall use all reasonable efforts to have respond to the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders Company's stockholders, all as promptly as reasonably practicable; provided, however, that prior to the filing of the Company's common stock entitled Proxy Statement (or any amendment thereto or any response to vote at comments of the Stockholders Meeting as soon as reasonably possible following SEC), the execution hereofCompany shall consult with Parent with respect to such filings and shall afford Parent or its Representatives reasonable opportunity to comment thereon. IMS HEALTH Parent and Merger Sub shall provide the Company such with any information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement which may be required under applicable Law and/or which is reasonably requested by the Company. The Company shall notify Parent promptly of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, and will promptly supply Parent with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or members of their respective staff, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the Company Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Proxy Statement., the Company will promptly inform Parent. In such case, the Company, with the cooperation of Parent, will, upon learning of such event, promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and shall mail such amendment or supplement to the Company's shareholders to the extent required by applicable Law; provided, however, that prior to such filing, the Company shall consult with Parent with respect to such amendment or supplement and shall afford Parent or its Representatives reasonable opportunity to comment thereon. 38

Filings; Other Actions. (a) Subject to If the provisions approval of this Agreement and or any of the Distribution Agreementtransactions contemplated herein, including without limitation consummation of the Merger, by the Company’s stockholders is required under applicable Law in order to consummate the transactions contemplated herein, as promptly as practicable following the Offer Closing, the Company shall prepare and file with the Securities SEC the Proxy Statement, and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement Parent and the Merger, (ii) Company shall cooperate with each other in connection with the approval preparation of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to will use its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable best efforts to have the Proxy Statement cleared by the staff of the SEC for mailing in definitive form as promptly as reasonably practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of will use its reasonable best efforts to cause the Proxy Statement and any amendment or supplement thereto, and to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the staff of the SEC. The Company shall as promptly as practicable notify IMS HEALTH Parent of the receipt of any oral or written comments from the staff of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect relating to the Proxy Statement. The Prior to filing with the SEC, sending to the SEC or mailing to stockholders of the Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review (i) the Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the SEC, and shall incorporate therein staff of the SEC or responding to any reasonable comments IMS HEALTH may deliver to from the Company SEC with respect thereto, before the Company shall provide Parent with a reasonable opportunity to review and comment on such Proxy Statementdocument or response, shall include in such document or response all comments reasonably proposed by Parent, and shall obtain the consent of Parent to such filing or reply is filed with mailing, such consent not to be unreasonably withheld conditioned or sent to the SECdelayed. The Company agrees will provide to use commercially reasonable effortsParent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. If at any time prior to the earlier of the Effective Time and the Termination Date, after consultation with IMS HEALTH and its advisorsany information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to respond the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly to all such comments of, and requests by, filed by the Company with the SEC and to cause disseminated by the Proxy Statement to be mailed Company to the holders stockholders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject to The Company, Parent and Trust shall promptly prepare and file with the provisions of this Agreement SEC the Joint Proxy Statement and the Distribution Agreement, the Company Parent Companies shall prepare and file with the Securities and Exchange Commission (SEC the "SEC") Registration Statement, in which the Joint Proxy Statement will be included as a proxy statement for the solicitation prospectus. Each of proxies in favor of (i) the approval and adoption of this Agreement Parent, Trust and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Registration Statement cleared by declared effective under the SEC for mailing in definitive form Securities Act as promptly as practicable after such filing. The As promptly as practicable after the Registration Statement shall have become effective, each of Parent, Trust and the Company shall mail the Joint Proxy Statement to its respective stockholders or shareholders. Parent and IMS HEALTH Trust shall cooperate also take any 25 30 action (other than qualifying to do business in any jurisdiction in which they are currently not so qualified) required to be taken under any applicable state securities laws in connection with each other the issuance of Paired Shares in the preparation Merger and upon the exercise of the Proxy Statement and any amendment or supplement theretoSubstitute Options (as defined in Section 5.8), and the Company shall notify IMS HEALTH furnish all information concerning the Company and the holders of the receipt of Company Common Stock as may be reasonably requested in connection with any comments of the SEC with respect such action, including information relating to the Proxy Statement and number of any requests by Paired Shares required to be registered. (b) Each party hereto agrees, subject to applicable laws relating to the SEC for any amendment or supplement thereto or for additional exchange of information, and shall provide promptly to IMS HEALTH promptly furnish the other parties hereto with copies of written communications (and memoranda setting forth the substance of all correspondence between the SEC and the Company oral communications) received by such party, or any of its advisors with subsidiaries, affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date hereof), from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby. (c) Each of the Company, Parent and Trust will promptly, and in any event within fifteen business days after execution and delivery of this Agreement, make all filings or submissions as are required under the HSR Act. Each of the Company, Parent and Trust will promptly furnish to the Proxy Statementother such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submissions necessary under the HSR Act. The Company shall give IMS HEALTH Without limiting the generality of the foregoing, each of the Company, Parent and its counsel appropriate advance opportunity to review Trust will promptly notify the Proxy Statement other of the receipt and all responses to content of any inquiries or requests for additional information made by any Governmental Entity in connection therewith and replies to comments will promptly (i) comply with any such inquiry or request and (ii) provide the other with a description of the SEC, and shall incorporate therein information provided to any reasonable comments IMS HEALTH may deliver to the Company Governmental Entity with respect theretoto any such inquiry or request. In addition, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders each of the Company's common stock entitled to vote at , Parent and Trust will keep the Stockholders Meeting as soon as reasonably possible following other apprised of the execution hereofstatus of any such inquiry or request. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.Section 5.3

Filings; Other Actions. (a1) Subject to the provisions of this Agreement and the Distribution Agreement, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a proxy statement (the "Proxy Statement") for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement Agreement; and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Restated Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Restated Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH UNITRIN shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH UNITRIN of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, information and shall provide to IMS HEALTH UNITRIN promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH UNITRIN and its counsel appropriate advance opportunity to review and comment upon the Proxy Statement and all responses to requests for additional information by by, and replies to comments of of, the SEC, and shall incorporate therein any reasonable comments IMS HEALTH UNITRIN may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially all reasonable efforts, after consultation with IMS HEALTH UNITRIN and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders of the Company's common stock Common Stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH UNITRIN shall provide the Company such information concerning the business and affairs of IMS HEALTH UNITRIN and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject to the provisions Each of this Agreement and the Distribution Agreement, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement theretoto the preliminary Proxy Statement and, except to the extent provided in Section 5.3(c) or (d), the Proxy Statement shall include the recommendation of the board of directors of the Company that the Company’s stockholders approve and adopt this Agreement. As promptly as practicable after the execution of this Agreement, the Company shall file with the SEC the preliminary Proxy Statement; provided that, subject to applicable Law, the Company shall use its commercially reasonable efforts to file the preliminary Proxy Statement within 30 days following the date of this Agreement, and, thereafter, shall use its commercially reasonable efforts to have the preliminary Proxy Statement cleared by the SEC as promptly as reasonably practicable; provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. The Company shall notify IMS HEALTH Parent of the receipt of any comments of from the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, information and shall provide to IMS HEALTH Parent as promptly as reasonably practicable, copies of all written correspondence (and summaries of any oral comments) between the SEC and the Company or any Representative of its advisors the Company and the SEC with respect to the Proxy Statement. The Company shall give IMS HEALTH use its reasonable best efforts to respond to any comments of the SEC staff as promptly as practicable; provided, however, the Company shall provide Parent and its legal counsel appropriate advance with a reasonable opportunity to review and comment on any proposed response to any comment of the SEC staff and any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent and Merger Sub shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all responses information required to requests for additional information be contained in the Proxy Statement have been included therein by the Company, the Company shall file the definitive Proxy Statement with the SEC and replies cause the Proxy Statement to comments be disseminated (including by electronic delivery if permitted) as promptly as reasonably practicable, to its stockholders of record, as of the SECrecord date established by the board of directors of the Company. Each of the Parties shall correct promptly, and shall incorporate therein any reasonable comments IMS HEALTH may deliver information provided by it to be used specifically in the Company with respect thereto, before such Proxy Statement, response if required, that shall have become false or reply is filed misleading in any material respect and shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or sent supplement to the SEC. The Company agrees Proxy Statement so as to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, correct the SEC same and to cause the Proxy Statement as so corrected to be mailed disseminated to the holders stockholders of the Company's common stock entitled , in each case to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably extent required for inclusion in the Proxy Statementby applicable Law.

Filings; Other Actions. (a) Subject to COVENANTS OF THE COMPANY WITH RESPECT TO PROXY STATEMENT. As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, the Company shall shall, with the assistance of Parent, prepare and file with the Securities and Exchange Commission (SEC the "SEC") a proxy statement for Proxy Statement, which shall, except to the solicitation of proxies extent provided in favor of (i) Section 6.3, include the approval and adoption text of this Agreement Agreement, the fairness opinion referred to in Section 4.26 hereof and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the MergerCompany Recommendation, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all its reasonable efforts best efforts, after consultation with Parent, to respond to any comments by the SEC staff in respect of the Proxy Statement and have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy StatementSEC. The Company shall give IMS HEALTH and its counsel appropriate advance provide Parent with a reasonable opportunity to review and comment on the Proxy Statement and all responses or any amendments or supplements thereto. Subject to requests for additional information by and replies to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments of on the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to Proxy Statement or that the Company with respect thereto, before such may commence mailing the Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to shall use commercially its reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and best efforts to cause the Proxy Statement to be mailed to the holders shareholders of the Company's common stock entitled . The Company agrees that (i) none of the information with respect to vote the Company or its Subsidiaries to be included or incorporated by reference in the Proxy Statement will, at the Stockholders Meeting as soon as reasonably possible following time of the execution hereof. IMS HEALTH shall provide mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company such information concerning Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the business and affairs statements therein, in light of IMS HEALTH and the circumstances under which they were made, not misleading; provided, however, that no covenant is made by the Company with respect to statements made or incorporated by reference therein with respect to Parent or Merger Sub as is reasonably required to the extent based on information supplied by Parent or Merger Sub or any Representative or Affiliate of Parent or Merger Sub in connection with the preparation of the Proxy Statement for inclusion or incorporation by reference therein; and (ii) the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. The letters to shareholders, notices of meeting, proxy statement and forms of proxies to be distributed to shareholders in connection with the Merger and any schedules required to be filed with the SEC in connection therewith are collectively referred to herein as the “Proxy Statement.” Any information required under the BC Act and the Company’s Memorandum of Association and Articles of Association in connection with duly calling, giving notice of, convening and holding the Company Meeting shall be contained in the Proxy Statement, which information shall be prepared by the Company in accordance with the BC Act and the Company’s Memorandum of Association and Articles of Association. If at any time prior to the Company Meeting any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or supplement to the Proxy Statement so that such documents would not include any misstatement of a material fact or omit any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company shall promptly inform Parent and shall file such amendment or supplement with the SEC and, if required by applicable Law, the Company shall mail such amendment or supplement to the Company’s shareholders. Any expenses incurred in connection with the printing, filing and mailing of the Proxy Statement (including applicable SEC filing fees) shall be paid by the Company.

Filings; Other Actions. (a) Subject to As promptly as practicable following the provisions date of this Agreement and the Distribution Agreement, the Company Parent shall prepare and file with the Securities and Exchange Commission (the "SEC") SEC a proxy statement for on Schedule 14A to authorize the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval amendment of the Governance Provisions as amendments to the Company's Certificate Parent’s Articles of Incorporation to become effective solely upon increase its authorized shares in an amount necessary to pay the effectiveness of the Merger, Merger Consideration and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of approve the Merger (the "“Proxy Statement"”). The Company and Parent shall not propose provide the other with the opportunity to its stockholders review and comment on such documents prior to their filing with the adoption SEC. Each of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, Parent and the Company shall notify IMS HEALTH use reasonable best efforts to make such additional federal, state and foreign filings as may be necessary to comply with any registration requirement, or available exemption or exemptions from registration, governing the issuance of the receipt of any comments of the SEC with respect Parent Common Stock to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy StatementCompany’s Shareholders. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to Parent will cause the Proxy Statement to be mailed to Parent’s stockholders, as promptly as reasonably practicable. Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger and the conversion of Company Stock Options into options to acquire Parent Common Stock, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Parent will advise the Company promptly after it receives written notice or any oral or written request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC. If at any time prior to the Effective Time any information relating to Parent or the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide , or any of their respective affiliates, officers or directors, is discovered by Parent or the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion which should be set forth in an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC, after the other party has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, disseminated to the respective stockholders of Parent and the Company.

Filings; Other Actions. (a) Subject to COVENANTS OF THE COMPANY WITH RESPECT TO PROXY STATEMENT. As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, the Company shall shall, with the assistance of Parent prepare and file with the Securities and Exchange Commission SEC the Proxy Statement (as defined herein), which shall, except to the "SEC") a proxy statement for extent provided in Section 5.3, include the solicitation of proxies in favor of (i) the approval and adoption text of this Agreement Agreement, the fairness opinion of J.P. Morgan Securities Inc. referred to in Section 3.14 hereof and the Merger, (ii) the approval xxx xxxxxxendation of the Governance Provisions as amendments to the Company's Certificate Board of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to Directors that the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporationshareholders approve and adopt this Agreement, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company and shall use all its reasonable efforts best efforts, after consultation with Parent, to have the Proxy Statement cleared respond to any comments by the SEC for mailing staff in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation respect of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance provide Parent with a reasonable opportunity to review and comment on the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein or any reasonable comments IMS HEALTH may deliver to the Company with respect amendments or supplements thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees that (i) none of the information with respect to use commercially reasonable efforts, after consultation with IMS HEALTH and the Company or its advisors, Subsidiaries to respond promptly to all such comments of, and requests by, the SEC and to cause be included in the Proxy Statement will, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be mailed stated therein or necessary in order to make the holders statements therein, in light of the circumstances under which they were made, not misleading and (ii) the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. The letters to shareholders, notices of meeting, proxy statement and forms of proxies to be distributed to shareholders in connection with the Merger and any schedules required to be filed with the SEC in connection therewith are collectively referred to herein as the "PROXY STATEMENT." Any information required under the BC Act and the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide Memorandum and Articles of Association in connection with duly calling, giving notice of, convening and holding the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion Meeting shall be contained in the Proxy Statement, which information shall be prepared by the Company in accordance with the BC Act and the Company's Memorandum and Articles of Association. If at any time prior to the Company Meeting any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly inform Parent and shall file such amendment or supplement with the SEC and, if required by applicable Law, the Company shall mail such amendment or supplement to the Company's shareholders. Any expenses incurred in connection with the printing, filing and mailing of the Proxy Statement (including applicable SEC filing fees) shall be paid by the Company.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions of this Agreement and the Distribution Agreementdate hereto, the Company ARC shall prepare and file with the Securities and Exchange Commission (SEC the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement Proxy Statement. ARC and the Merger, (ii) Buyer shall cooperate with each other in connection with the approval preparation of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to ARC will use its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable best efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of ARC will use its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and best efforts to cause the Proxy Statement to be mailed to ARC’s stockholders as promptly as practicable after the holders Proxy Statement is cleared by the SEC. ARC shall as promptly as practicable notify the Buyer of the Company's common stock entitled receipt of any oral or written comments from the SEC relating to vote the Proxy Statement. If at any time prior to the Stockholders Meeting as soon as reasonably possible following Effective Time, any information should be discovered by any Party hereto which should be set forth in an amendment or supplement to the execution hereof. IMS HEALTH shall provide Proxy Statement so that the Company Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party which discovers such information concerning shall promptly notify the business other Parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by ARC with the SEC and affairs disseminated by ARC to the stockholders of IMS HEALTH ARC. No filing of, or amendment or supplement to, the Proxy Statement will be made by ARC (including documents incorporated by reference therein) without providing the Buyer a reasonable opportunity to review and Merger Sub as is reasonably required for inclusion comment thereon; provided that with respect to documents that are incorporated by reference in the Proxy Statement, this right to review and comment shall apply only with respect to information relating to this Agreement or the transactions contemplated hereby or to Buyer or its Affiliates.

Filings; Other Actions. (a) Subject to the provisions Each of this Agreement and the Distribution Agreement, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement theretoto the preliminary Proxy Statement and, except to the extent provided in Section 5.2(d), the Proxy Statement shall include the recommendation of the Board of Directors of Company that Company’s stockholders approve and adopt this Agreement. As promptly as practicable after the execution of this Agreement, and in any event no later than twenty (20) days following the date of this Agreement, Company shall file with the SEC the preliminary Proxy Statement and, thereafter, shall use its reasonable best efforts to have the preliminary Proxy Statement cleared by the SEC as promptly as practicable; provided, however, that Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. Company shall notify IMS HEALTH Parent of the receipt of any comments of from the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, information and shall provide to IMS HEALTH Parent as promptly as reasonably practicable copies of all written correspondence (and summaries of any oral comments) between the SEC and the Company or any Representative of its advisors Company and the SEC with respect to the Proxy Statement. The Company shall give IMS HEALTH provide Parent and its legal counsel appropriate advance with a reasonable opportunity to review and comment on any proposed response to any comment of the SEC staff and any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent and Merger Sub shall promptly provide Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC staff. After all the comments received from the SEC has been cleared by the SEC staff and all responses information required to requests for additional information be contained in the Proxy Statement have been included therein by Company, Company shall file the definitive Proxy Statement with the SEC and replies cause the Proxy Statement to comments be disseminated (including by electronic delivery if permitted), as promptly as reasonably practicable to its stockholders of record as of the SEC, and record date established by the Board of Directors of Company. Each of the parties hereto shall incorporate therein correct promptly any reasonable comments IMS HEALTH may deliver information provided by it to be used specifically in the Company with respect thereto, before such Proxy Statement, response if required, that shall have become false or reply is filed misleading in any material respect and shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or sent supplement to the SEC. The Company agrees Proxy Statement so as to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, correct the SEC same and to cause the Proxy Statement as so corrected to be mailed disseminated to the holders stockholders of the Company's common stock entitled , in each case to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably extent required for inclusion in the Proxy Statementby applicable Law.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, the Company shall prepare and file with the Securities SEC the Proxy Statement (but in any event within 20 Business Days after the date hereof), and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement Parent and the Merger, (ii) Company shall cooperate with each other in connection with the approval preparation of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to will use its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable best efforts to have the Proxy Statement cleared by the staff of the SEC for mailing in definitive form as promptly as reasonably practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of will use its reasonable best efforts to cause the Proxy Statement and any amendment or supplement thereto, and to be mailed to the Company’s shareholders as promptly as reasonably practicable after the Proxy Statement is cleared by the staff of the SEC The Company shall as promptly as reasonably practicable notify IMS HEALTH Parent of the receipt of any oral or written comments from the staff of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect relating to the Proxy Statement. The Company shall give IMS HEALTH cooperate and its counsel appropriate advance provide Parent with a reasonable opportunity to review and comment on, (i) the draft of the Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Proxy Statement with or sending such to the SEC, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall incorporate therein any reasonable comments IMS HEALTH may deliver promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause disseminated by the Proxy Statement to be mailed Company to the holders shareholders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, the Company shall prepare the Proxy Statement, and file the Company and the Buyer shall prepare the SCHEDULE 13E-3. The Buyer and the Company shall cooperate with each other in connection with the Securities and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval preparation of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement")foregoing documents. The Company shall not propose to will use its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all commercially reasonable efforts to have the Proxy Statement Statement, and the Buyer and the Company will use their commercially reasonable efforts to have the SCHEDULE 13E-3, cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of will use its commercially reasonable efforts to cause the Proxy Statement and any amendment or supplement thereto, and to be mailed to the Company's shareholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify IMS HEALTH the Buyer of the receipt of any oral or written comments of from the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect relating to the Proxy Statement. The Company shall give IMS HEALTH cooperate and its counsel appropriate advance provide the Buyer with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), and the Buyer and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft SCHEDULE 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC, prior to filing such with or sending such to the SEC, and the Buyer and the Company will provide each other with copies of all such filings made and correspondence with the SEC with respect thereto. If at any time prior to the Closing Date, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement or the SCHEDULE 13E-3 so that the Proxy Statement or the SCHEDULE 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall incorporate therein any reasonable comments IMS HEALTH may deliver promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause disseminated by the Proxy Statement to be mailed Company to the holders shareholders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, the Company Holdings Parties shall prepare the Proxy Statement, which shall, subject to Section 5.3(d), include the Recommendation, and file the Holdings Parties and Parent shall prepare the Schedule 13E-3. Parent and the Holdings Parties shall cooperate with each other in connection with the Securities and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval preparation of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement")foregoing documents. The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall Holdings Parties will use all their commercially reasonable efforts to have the Proxy Statement Statement, and Parent and the Holdings Parties will use their commercially reasonable efforts to have the Schedule 13E-3, cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of Holdings Parties will use their commercially reasonable efforts to cause the Proxy Statement and any amendment or supplement thereto, and to be mailed to Holdings’ Unitholders as promptly as practicable after the Company Proxy Statement is cleared by the SEC. The Holdings Parties shall as promptly as practicable notify IMS HEALTH Parent of the receipt of any oral or written comments of from the SEC with respect relating to the Proxy Statement or Schedule 13E-3. The Holdings Parties shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of any requests by the SEC for any Proxy Statement (including each amendment or supplement thereto or for additional informationthereto), which comments shall be considered reasonably and in good faith by the Holdings Parties, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC Parent and the Company or any of its advisors Holdings Parties shall cooperate and provide each other with respect to the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance a reasonable opportunity to review and comment on the Proxy Statement draft Schedule 13E-3 (including each amendment or supplement thereto), which comments shall be considered reasonably and in good faith by the other party, and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver prior to filing such with or sending such to the Company SEC, and Parent and the Holdings Parties will provide each other with copies of all such filings made and correspondence with the SEC with respect thereto, before such Proxy Statement, response or reply is filed with or sent . If at any time prior to the SEC. The Company agrees Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to use commercially reasonable effortsthe Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, after consultation with IMS HEALTH and its advisorsin the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to respond the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly to all such comments of, and requests by, filed by the Holdings Parties with the SEC and to cause disseminated by the Proxy Statement to be mailed Holdings Parties to the holders Unitholders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy StatementHoldings.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, Parent and the Company shall jointly prepare and file with the Securities and Exchange Commission (SEC the "SEC") Registration Statement, in which the Proxy Statement will be included as a proxy statement for the solicitation prospectus. Each of proxies in favor of (i) the approval and adoption of this Agreement Parent and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable best efforts to have the Proxy Registration Statement cleared by declared effective under the SEC for mailing in definitive form Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company and IMS HEALTH shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to will cause the Proxy Statement to be mailed to the holders of the Company's common stock entitled to vote at the Stockholders Meeting its stockholders as soon as reasonably possible following practicable after the execution hereofRegistration Statement is declared effective under the Securities Act, but in no event earlier than the record date set by the Company. IMS HEALTH Parent shall provide also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger. Each of the Company and Parent shall furnish each other all information reasonably requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) in connection with any such information concerning action and the business preparation, filing and affairs distribution of IMS HEALTH the Registration Statement and Merger Sub as is reasonably required for inclusion in the Proxy Statement. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Change of Recommendation, may amend or supplement the Registration Statement and the Proxy Statement (including by incorporation by reference) to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Change of Recommendation and (ii) a statement of the reasons of the Company Board for making such Company Change of Recommendation, and the right of consent set forth in this Section 5.4(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) and (ii)). Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order relating thereto, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication between it or any of its representatives, on the one hand, and the SEC or its staff or any state securities commission, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Merger. Subject to the other provisions set forth in this Section 5.4, each of the Company and Parent will use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Registration Statement or the Proxy Statement and to have any stop order relating thereto or suspension lifted, reversed or otherwise terminated. If at any time prior to the Effective Time any information is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company.

Filings; Other Actions. (a) Subject to the provisions of this Agreement and the Distribution Agreement, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a proxy statement (the "Proxy Statement") for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement Agreement; and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Restated Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Restated Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH UNITRIN shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH UNITRIN of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, information and shall provide to IMS HEALTH UNITRIN promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH UNITRIN and its counsel appropriate advance opportunity to review and comment upon the Proxy Statement and all responses to requests for additional information by by, and replies to comments of of, the SEC, and shall incorporate therein any reasonable comments IMS HEALTH UNITRIN may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially all reasonable efforts, after consultation with IMS HEALTH UNITRIN and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders of the Company's common stock Common Stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH UNITRIN shall provide the Company such information concerning the business and affairs of IMS HEALTH UNITRIN and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, Parent and the Company shall jointly prepare and file with the Securities and Exchange Commission (SEC the "SEC") Registration Statement, in which the Proxy Statement will be included as a proxy statement for the solicitation prospectus. Each of proxies in favor of (i) the approval and adoption of this Agreement Parent and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable best efforts to have the Proxy Registration Statement cleared by declared effective under the SEC for mailing in definitive form Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company and IMS HEALTH shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to will cause the Proxy Statement to be mailed to the holders of the Company's common stock entitled to vote at the Stockholders Meeting its stockholders as soon as reasonably possible following practicable after the execution hereofRegistration Statement is declared effective under the Securities Act, but in no event earlier than the record date set by the Company. IMS HEALTH Parent shall provide also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger. Each of the Company and Parent shall furnish each other all information reasonably requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) in connection with any such information concerning action and the business preparation, filing and affairs distribution of IMS HEALTH the Registration Statement and Merger Sub as is reasonably required for inclusion in the Proxy Statement. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other's prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Change of Recommendation, may amend or supplement the Registration Statement and the Proxy Statement (including by incorporation by reference) to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Change of Recommendation and (ii) a statement of the reasons of the Company Board for making such Company Change of Recommendation, and the right of consent set forth in this Section 5.4(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) and (ii)). Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order relating thereto, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication between it or any of its representatives, on the one hand, and the SEC or its staff or any state securities commission, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Merger. Subject to the other provisions set forth in this Section 5.4, each of the Company and Parent will use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Registration Statement or the Proxy Statement and to have any stop order relating thereto or suspension lifted, reversed or otherwise terminated. If at any time prior to the Effective Time any information is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company.

Filings; Other Actions. (a) Subject to Unless either (i) the provisions Company has entered into an Acquisition Agreement or (ii) a Company Adverse Recommendation Change shall have occurred and such Company Adverse Recommendation Change is still in effect, then (x) as promptly as reasonably practicable following the date of this Agreement and the Distribution Agreement, but in no event later than 15 days hereafter, the Company shall prepare and file with the Securities SEC the Proxy Statement relating to the Merger and Exchange Commission the other Transactions, (the "SEC") a proxy statement for the solicitation of proxies in favor of (iy) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all its reasonable best efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH of the receipt of respond to any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be cleared by the SEC as promptly as possible and (z) the Company shall cause the Proxy Statement to be mailed to the holders of the Company's common stock entitled to vote at the Stockholders Meeting ’s shareholders as soon promptly as reasonably possible following practicable, but in no event later than five (5) days after the execution hereofProxy Statement is cleared by the SEC. IMS HEALTH Parent and Merger Sub shall provide the Company such with any information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement which may be required under applicable Law and/or which is reasonably requested by the Company. The Company shall promptly notify Parent or Merger Sub of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, and will promptly supply Parent or Merger Sub with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the Company Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company will promptly inform Parent or Merger Sub. In such case, the Company, with the cooperation of Parent and Merger Sub, will promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to the Company’s shareholders to the extent required by applicable Law. Notwithstanding the foregoing, prior to filing or mailing the preliminary or definitive Proxy Statement (or any amendment or supplement thereto) or responding to the comments of the SEC with respect thereto, the Company shall (i) consult with Parent and Merger Sub, (ii) afford Parent, Merger Sub or their Representatives a reasonable opportunity to review and comment on such document or response, and (iii) include in such document or response all reasonable comments proposed by Parent.

Filings; Other Actions. (a) Subject to As soon as reasonably practicable following the provisions execution of this Agreement and the Distribution Agreement, the Company shall prepare and file with the Securities SEC the Proxy Statement, the Company shall permit Parent reasonable opportunity to review the Proxy Statement (including any amendments or supplements thereto) and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement Parent and the Merger, (ii) Company shall cooperate with each other in connection with the approval preparation of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to will use its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH of the receipt of amended to respond to any comments of the SEC as soon as reasonably practicable after the resolution of such comments. The Company shall notify Parent promptly upon receipt of any comments from the SEC or any other government officials for amendments or supplements to the Proxy Statement, shall supply Parent with copies of all correspondence between the Company or any of its officials, on the one hand, and the SEC or any other government officials, on the other hand, with respect to the Proxy Statement and shall consider in good faith the views of any requests by the SEC for any amendment or supplement thereto or for additional information, Parent in connection with such correspondence and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to will cause the Proxy Statement to be mailed to the holders Company’s stockholders promptly after the Proxy Statement is cleared by the staff of the SEC. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the stockholders of the Company's common stock entitled to vote at . Notwithstanding the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide foregoing, the Company such information concerning shall not file with the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in SEC or mail to its stockholders the Proxy Statement, any amendment thereto, any other soliciting material or any such other documents without providing Parent a reasonable opportunity to review and comment on such documents.

Filings; Other Actions. (a) Subject to As promptly as practicable following the provisions date of this Agreement and the Distribution Agreement, the Company Parent shall prepare and file with the Securities and Exchange Commission (the "SEC") SEC a proxy or information statement for on Schedule 14A or 14C to authorize the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval amendment of the Governance Provisions as amendments to the Company's Certificate Parent’s Articles of Incorporation to become effective solely upon authorized Parent Preferred Stock in an amount necessary to pay the effectiveness of the MergerMerger Consideration and, and (iii) the approval of the Share Increase as amendments if necessary, to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of approve the Merger (the "“Proxy Statement"”). The Company and Parent shall not propose provide the other with the opportunity to its stockholders review and comment on such documents prior to their filing with the adoption SEC. Each of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, Parent and the Company shall notify IMS HEALTH use reasonable best efforts to make such additional federal, state and foreign filings as may be necessary to comply with any registration requirement, or available exemption or exemptions from registration, governing the issuance of the receipt of any comments of the SEC with respect Parent Common or Preferred Stock to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy StatementCompany’s Shareholders. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to Parent will cause the Proxy Statement to be mailed to Parent’s stockholders, as promptly as reasonably practicable. Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance and reservation of shares of Parent Preferred and Common Stock in the Merger and the conversion of Company Stock Options into options to acquire Parent Common Stock, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Parent will advise the Company promptly after it receives written notice or any oral or written request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC. If at any time prior to the Effective Time any information relating to Parent or the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide , or any of their respective affiliates, officers or directors, is discovered by Parent or the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion which should be set forth in an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC, after the other party has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, disseminated to the respective stockholders of Parent and the Company.

Filings; Other Actions. (a) Subject The Company, Parent and Merger Sub shall each use all reasonable efforts to take or cause to be taken such actions as may be required to be taken under the provisions of this Agreement Exchange Act and any other federal securities Laws, and under any applicable state securities or “blue sky” Laws in connection with the Merger and the Distribution other transactions contemplated by this Agreement, including the Proxy Statement and the Schedule 13E-3. In connection with the Merger and the Company Meeting, the Company shall use commercially reasonable efforts to prepare and file with the Securities SEC the Proxy Statement and Exchange Commission (the "SEC") a proxy statement for Company and Parent shall use commercially reasonable efforts to prepare and file the solicitation of proxies in favor of (i) Schedule 13E-3 relating to the approval Merger and adoption of the other transactions contemplated by this Agreement in preliminary form as required by the Exchange Act as promptly as reasonably practicable and with the Mergerintent of filing the Schedule 13E-3 and Proxy Statement with the SEC no later than the fifteenth (15) business day following the date hereof, (ii) the approval of the Governance Provisions as amendments subject to the Company's Certificate of Incorporation Company receiving all necessary information from Parent, its affiliates and other third parties required to become effective solely upon be provided in the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement")Schedule 13E-3. The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company and Parent shall use all reasonable efforts to respond to the comments of the SEC or its staff and to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders Company’s stockholders, all as promptly as reasonably practicable; provided, however, that prior to the filing of the Company's common stock entitled Proxy Statement and the Schedule 13E-3, the Company shall consult with Parent with respect to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereofsuch filings and shall afford Parent or its Representatives reasonable opportunity to comment thereon. IMS HEALTH Parent and Merger Sub shall provide the Company such with any information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement and the Schedule 13E-3 which may be required under applicable Law or which is reasonably requested by the Company. The Company shall notify Parent of the receipt of comments of the SEC or its staff and of any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Schedule 13E-3 or for additional information, and will promptly supply Parent with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement, the Schedule 13E-3 or the Merger. Each of the Company, Parent and Merger Sub shall use its respective reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement and the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each of the Company, Parent and Merger Sub agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Company Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, the party that discovers such information will promptly inform the other parties hereto. In such case, the Company, with the cooperation of Parent, will, upon learning of such event, promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and shall mail such amendment or supplement to the Company’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, the Company shall consult with Parent with respect to such amendment or supplement and shall afford Parent or its Representatives reasonable opportunity to comment thereon.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, the Company shall prepare the Proxy Statement, and file the Company and Parent shall prepare the Schedule 13E-3. Parent and the Company shall cooperate with each other in connection with the Securities and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval preparation of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement")foregoing documents. The Company shall not propose to will use its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable best efforts to have the Proxy Statement Statement, and Parent and the Company will use their reasonable best efforts to have the Schedule 13E-3, cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of will use its reasonable best efforts to cause the Proxy Statement and any amendment or supplement thereto, and to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify IMS HEALTH Parent of the receipt of any oral or written comments of from the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect relating to the Proxy Statement. The Company shall give IMS HEALTH cooperate and its counsel appropriate advance provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), and Parent and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC, prior to filing such with or sending such to the SEC, and Parent and the Company will provide each other with copies of all such filings made and correspondence with the SEC with respect thereto. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall incorporate therein any reasonable comments IMS HEALTH may deliver promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause disseminated by the Proxy Statement to be mailed Company to the holders stockholders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject to As promptly as practicable following the provisions date of this Agreement and the Distribution Agreement, the Company shall prepare the Proxy Statement, and file the Company and Parent shall prepare the Schedule 13E-3. Parent and the Company shall cooperate with each other in connection with the Securities and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval preparation of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement")foregoing documents. The Company shall not propose to will use its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable best efforts to have the Proxy Statement Statement, and Parent and the Company will use their reasonable best efforts to have the Schedule 13E-3, cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of will use its reasonable best efforts to cause the Proxy Statement and any amendment or supplement thereto, and to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify IMS HEALTH Parent of the receipt of any oral or written comments of from the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect relating to the Proxy Statement. The Company shall give IMS HEALTH cooperate and its counsel appropriate advance provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), and Parent and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC, prior to filing such with or sending such to the SEC, and Parent and the Company will provide each other with copies of all such filings made and correspondence with the SEC with respect thereto. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall incorporate therein any reasonable comments IMS HEALTH may deliver promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause disseminated by the Proxy Statement to be mailed Company to the holders stockholders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, the Company shall prepare the Proxy Statement, and file the Company and the Buyer shall prepare the Schedule 13E-3. The Buyer and the Company shall cooperate with each other in connection with the Securities and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval preparation of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement")foregoing documents. The Company shall not propose to will use its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all commercially reasonable efforts to have the Proxy Statement Statement, and the Buyer and the Company will use their commercially reasonable efforts to have the Schedule 13E-3, cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of will use its commercially reasonable efforts to cause the Proxy Statement and any amendment or supplement thereto, and to be mailed to the Company’s shareholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify IMS HEALTH the Buyer of the receipt of any oral or written comments of from the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect relating to the Proxy Statement. The Company shall give IMS HEALTH cooperate and its counsel appropriate advance provide the Buyer with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), and the Buyer and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC, prior to filing such with or sending such to the SEC, and the Buyer and the Company will provide each other with copies of all such filings made and correspondence with the SEC with respect thereto. If at any time prior to the Closing Date, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall incorporate therein any reasonable comments IMS HEALTH may deliver promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause disseminated by the Proxy Statement to be mailed Company to the holders shareholders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, the Company shall prepare and file with the Securities and Exchange Commission (SEC the "SEC") a proxy statement for Proxy Statement in preliminary form, which shall, subject to Section 5.3(b), include the solicitation of proxies in favor of (i) the approval and adoption of this Agreement Recommendation. Parent and the Merger, (ii) Company shall cooperate with each other in connection with the approval preparation of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement")foregoing document. The Company shall not propose to will use its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable best efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of will use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Company Common Stock Agreement and any amendment or supplement thereto, and Plan of Merger as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify IMS HEALTH Parent of the receipt of any oral or written comments of from the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect relating to the Proxy Statement. The Company shall give IMS HEALTH (i) cooperate and its counsel appropriate advance provide Parent with a reasonable opportunity to review and comment on the drafts of the preliminary and definitive Proxy Statement Statements (including each amendment or supplement thereto), each Company SEC Document to be filed after the date of this Agreement, and all responses to requests for additional information by and replies to comments of the SEC, in each case, prior to their being filed with the SEC, and Parent and the Company will provide each other with copies of all such filings made and correspondence with the SEC or its staff with respect thereto and (ii) consider in good faith any comments reasonably proposed by Parent or its legal counsel with respect to such documents. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall incorporate therein any reasonable comments IMS HEALTH may deliver promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause disseminated by the Proxy Statement to be mailed Company to the holders shareholders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject Each of Company, Parent and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the provisions of this Agreement Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the Distribution other transactions contemplated by this Agreement. Without limiting the foregoing, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company the date of this Agreement, the parties hereto shall prepare and IMS HEALTH shall cooperate cause to be filed with each other the SEC the Proxy Statement and the Form S-4 Registration Statement, in which the preparation Proxy Statement will be included as a prospectus; provided , however , that prior to the filing of the Proxy Statement and any amendment or supplement theretothe Form S-4 Registration Statement, and the Parent shall consult with Company shall notify IMS HEALTH of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, such filings and shall provide afford Company and its Representatives reasonable opportunity to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statementcomment thereon. The Company parties hereto shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any use reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and best efforts to cause the Proxy Statement to be mailed to the holders of the Parent’s stockholders, if required, and Company's common stock entitled to vote at the Stockholders Meeting ’s stockholders, all as soon promptly as reasonably possible following practicable after the execution hereofdate on which the Form S-4 Registration Statement is declared effective under the Securities Act (the “ S-4 Effective Date ”). IMS HEALTH Table of Contents -20- Company shall provide the Company such Parent with any information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement and the Form S-4 Registration Statement that may be required under applicable Law or that is reasonably requested by Parent. Parent shall notify Company of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Proxy Statement, the Form S-4 Registration Statement or for additional information, and will promptly supply to Company copies of all correspondence between Parent or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 Registration Statement or the Merger. Each of Company, Parent and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement, the Form S-4 Registration Statement and any other required filings as promptly as practicable after receipt thereof. Each of Company, Parent and Merger Sub agree to correct any information provided by it for use in the Proxy Statement or the Form S-4 Registration Statement, which shall have become false or misleading in any material respect. Company will promptly notify the Parent if at any time prior to the Parent Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Proxy Statement or the Form S-4 Registration Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Parent’s and Company’s stockholders to the extent required by applicable Law; provided , however , that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Law.

Filings; Other Actions. (a) Subject to If the provisions Short Form Merger is not available in accordance with Section 1.12 of this Agreement and the Distribution AgreementCompany Stockholder Approval is required under the DGCL, as promptly as reasonably practicable following the consummation or expiration of the Offer and the Company becoming current with respect to the filing of all outstanding periodic reports required to be filed with the SEC or having received a waiver from the SEC with respect thereto, the Company shall prepare and file with the Securities and Exchange Commission (SEC the "SEC") a proxy statement for Proxy Statement, which shall, subject to Section 4.3, include the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the MergerRecommendation, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all its commercially reasonable efforts to have the Proxy Statement cleared respond to any comments by the SEC for mailing staff in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation respect of the Proxy Statement Statement. Parent and any amendment or supplement theretoMerger Sub shall, and Parent shall cause Merger Sub to, provide to the Company shall notify IMS HEALTH of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and such information as the Company or any of its advisors with respect to may reasonably request for inclusion in the Proxy Statement. The Company shall give IMS HEALTH and use its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and efforts to cause the Proxy Statement to be mailed to the holders Company's stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify Parent of the receipt of any oral or written comments from the SEC relating to the Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto). The Company shall provide Parent with copies of all filings made and correspondence with the SEC with respect to the Proxy Statement. If, at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the stockholders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject Each of Company, Parent and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the provisions of this Agreement Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the Distribution other transactions contemplated by this Agreement. Without limiting the foregoing, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company the date of this Agreement, the parties hereto shall prepare and IMS HEALTH shall cooperate cause to be filed with each other the SEC the Proxy Statement and the Form S-4 Registration Statement, in which the preparation Proxy Statement will be included as a prospectus; provided , however , that prior to the filing of the Proxy Statement and any amendment or supplement theretothe Form S-4 Registration Statement, and the Parent shall consult with Company shall notify IMS HEALTH of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, such filings and shall provide afford Company and its Representatives reasonable opportunity to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statementcomment thereon. The Company parties hereto shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any use reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and best efforts to cause the Proxy Statement to be mailed to the holders of the Parent’s stockholders, if required, and Company's common stock entitled to vote at the Stockholders Meeting ’s stockholders, all as soon promptly as reasonably possible following practicable after the execution hereofdate on which the Form S-4 Registration Statement is declared effective under the Securities Act (the “ S-4 Effective Date ”). IMS HEALTH Company shall provide the Company such Parent with any information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement and the Form S-4 Registration Statement that may be required under applicable Law or that is reasonably requested by Parent. Parent shall notify Company of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Proxy Statement, the Form S-4 Registration Statement or for additional information, and will promptly supply to Company copies of all correspondence between Parent or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 Registration Statement or the Merger. Each of Company, Parent and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement, the Form S-4 Registration Statement and any other required filings as promptly as practicable after receipt thereof. Each of Company, Parent and Merger Sub agree to correct any information provided by it for use in the Proxy Statement or the Form S-4 Registration Statement, which shall have become false or misleading in any material respect. Company will promptly notify the Parent if at any time prior to the Parent Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Proxy Statement or the Form S-4 Registration Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Parent’s and Company’s stockholders to the extent required by applicable Law; provided , however , that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Law.

Filings; Other Actions. (a) Subject to the provisions of this Agreement and the Distribution Agreement, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") as soon as reasonably possible following the execution hereof a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the MergerAgreement, (ii) the approval of the Governance Provisions Board Size Amendment as amendments an amendment to the Company's Certificate of Incorporation of the Company to become effective solely upon in the effectiveness of Merger at the MergerEffective Time, and (iii) the approval of the Share Increase Supermajority Voting Amendment as amendments an amendment to the Company's Certificate of Incorporation of the Company to become effective solely upon in the effectiveness Merger at the Effective Time and (iv) the approval of the Authorized Capital Amendment as an amendment to the Certificate of Incorporation of the Company to become effective in the Merger at the Effective Time (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH Harcourt General shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH Harcourt General of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH Harcourt General promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH Harcourt General and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH Harcourt General may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable its best efforts, after consultation with IMS HEALTH Harcourt General and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders of the Company's its common stock entitled to vote at the Stockholders Meeting Meetings at such time as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statementbe requested by Harcourt General.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, Parent and the Company shall prepare and file with the Securities and Exchange Commission (SEC the "SEC") a proxy statement for Form S-4, which will include the solicitation Joint Proxy Statement/Prospectus. Each of proxies in favor of (i) the approval and adoption of this Agreement Parent and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Joint Proxy Statement cleared Statement/Prospectus to be mailed to the Company’s stockholders as soon as reasonably practicable after the Form S-4 is declared effective by the SEC for mailing in definitive form as promptly as practicable after such filingunder the Securities Act. The Company and IMS HEALTH Parent shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement theretouse its reasonable best efforts, and the Company shall notify IMS HEALTH reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in order to permit the consummation of the receipt transactions contemplated by this Agreement, including the Merger and the Share Issuance. Parent shall also take any action required to be taken under any applicable state securities Laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested by Parent in connection with any such action. No filing or mailing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement/Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon (which comments shall be considered by the other party in good faith); provided, however, that the Company, in connection with an Adverse Recommendation Change, a Company Takeover Proposal or a Superior Proposal may amend or supplement the Joint Proxy Statement and/or Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment, and in such event, this right of the SEC approval shall apply only with respect to the Proxy Statement and information relating to Parent or its business, financial condition or results of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statementoperations. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.A “

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, each of Vowel, Consonant and Holdco shall cooperate in preparing the Registration Statement and Holdco shall cause the Registration Statement to be filed with the SEC upon approval thereof by Vowel and Consonant, such approval not to be unreasonably withheld, delayed or conditioned. The Proxy Statement/Prospectus will be included in the Registration Statement as a prospectus and will constitute a part of the Registration Statement. Subject to the provisions of this Agreement and the Distribution AgreementSection 5.3(c), the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement")/Prospectus shall contain the Vowel Recommendation. The Company shall not propose to its stockholders the adoption Each of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of IncorporationVowel, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company Consonant and Holdco shall use all commercially reasonable efforts to respond to any comments of the SEC, to have the Proxy Registration Statement cleared by declared effective under the SEC for mailing in definitive form Securities Act as promptly as practicable after such filingfiling and to cause the Proxy Statement/Prospectus in definitive form to be mailed to Vowel’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. The Company Each of Vowel, Consonant and IMS HEALTH shall cooperate with Holdco will notify the other parties, as promptly as practicable after the receipt thereof, of any written comments, and advise each other in the preparation of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH of the receipt of any comments of oral comments, from the SEC with respect to the Proxy Statement or its staff and of any requests request by the SEC or its staff or any other Governmental Authority for any amendment amendments or supplement thereto supplements to the Filings or for additional information, and shall provide to IMS HEALTH promptly will supply the other parties with copies of all correspondence between the SEC and the Company it or any of its advisors Representatives, on the one hand, and the SEC, or its staff or any other Governmental Authority, on the other hand, with respect to the Proxy StatementFilings, the transactions contemplated by this Agreement or the shares of Holdco Common Stock issuable pursuant to the Mergers. The Company Vowel, Consonant and Holdco shall give IMS HEALTH cooperate and its counsel appropriate advance provide the other Parties with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement and all responses Filings prior to requests for additional information by and replies to comments of filing such with the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company each will provide each other with respect thereto, before a copy of all such Proxy Statement, response or reply is filed filings made with or sent to the SEC. The Company agrees No amendment or supplement to use commercially reasonable effortsany Filing will be made by Vowel or Consonant without the prior approval of Holdco (not to be unreasonably withheld or delayed), except as required by Law and then only to the extent necessary, or without providing the other parties the opportunity to review and comment thereon; provided, however, that Vowel, in connection with a Change of Vowel Recommendation, may amend or supplement the Filings (including by incorporation by reference) to effect such a Change of Vowel Recommendation. Holdco shall advise Consonant and Vowel promptly after consultation it receives notice thereof, of the time when the Registration Statement has been declared effective or any supplement or amendment has been filed, the issuance of any stop order, or the suspension of the qualification of Holdco Common Stock issuable in connection with IMS HEALTH the Mergers for offering or sale in any jurisdiction. If, at any time prior to the Effective Time, any information relating to the Parties, or any of their respective Subsidiaries, Affiliates, officers or directors should be discovered by the Parties which should be set forth in an amendment or supplement to the Filings so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or an event occurs which is required to be set forth in an amendment or supplement to the Filings, the Party that discovers such information shall promptly notify the other Party and its advisorsan amendment or supplement describing such information shall be promptly filed with the SEC and, to respond promptly the extent required by Law, disseminated to all Vowel’s stockholders. Holdco, Consonant and Vowel shall furnish Xxxxxxxxxx Xxxxxxx PC and/or XxXxxxxxx Will & Xxxxx LLP, as applicable, with executed representation letters in form and substance reasonably acceptable to such comments of, counsel to support opinions by each of Xxxxxxxxxx Xxxxxxx PC and requests by, the SEC and XxXxxxxxx Will & Xxxxx LLP addressed to cause the Proxy Statement Holdco to be mailed filed as Exhibits 8.1 and 8.2 to the holders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Registration Statement.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, but in no event later than 10 business days hereafter, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have SEC the Proxy Statement cleared relating to the Merger and the other transactions contemplated by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement theretothis Agreement, and the Company shall notify IMS HEALTH of use its reasonable best efforts to respond to the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders Company’s shareholders as promptly as reasonably practicable; provided, however, that prior to the filing of the Company's common stock entitled Proxy Statement, the Company shall consult with Parent and Merger Sub with respect to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereofsuch filing, shall afford Parent and Merger Sub or their Representatives reasonable opportunity to review and comment thereon and shall include in such document all reasonable comments proposed by Parent, Merger Sub or their Representatives. IMS HEALTH Parent and Merger Sub shall provide the Company such with any information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement which may be required under applicable Law and/or which is reasonably requested by the Company. The Company shall promptly notify Parent or Merger Sub of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, and will promptly supply Parent or Merger Sub with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the Company Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company will promptly inform Parent or Merger Sub. In such case, the Company, with the cooperation of Parent and Merger Sub, will promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to the Company’s shareholders to the extent required by applicable Law; provided, however, that prior to such filing, the Company shall consult with Parent and Merger Sub with respect to such amendment or supplement, shall afford Parent, Merger Sub or their Representatives reasonable opportunity to review and comment thereon and shall include in such document all reasonable comments proposed by Parent, Merger Sub or their Representatives.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, the Company shall prepare the Proxy Statement, and file the Company and Parent shall prepare the Schedule 13E-3. Parent and the Company shall cooperate with each other in connection with the Securities and Exchange Commission (the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval preparation of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement")foregoing documents. The Company shall not propose to will use its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable best efforts to have the Proxy Statement Statement, and Parent and the Company will use their reasonable best efforts to have the Schedule 13E-3, cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of will use its reasonable best efforts to cause the Proxy Statement and any amendment or supplement thereto, and to be mailed to the Company’s shareholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify IMS HEALTH Parent of the receipt of any oral or written comments of from the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect relating to the Proxy Statement. The Company shall give IMS HEALTH cooperate and its counsel appropriate advance provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), and Parent and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC, prior to filing such with or sending such to the SEC, and Parent and the Company will provide each other with copies of all such filings made and correspondence with the SEC with respect thereto. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall incorporate therein any reasonable comments IMS HEALTH may deliver promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause disseminated by the Proxy Statement to be mailed Company to the holders shareholders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.

Filings; Other Actions. (a) Subject to If the provisions Company Stockholder Approval is required under the DGCL, as promptly as reasonably practicable following the consummation or expiration of this Agreement and the Distribution AgreementOffer, the Company shall prepare and file with the Securities SEC the Proxy Statement, which shall, subject to Section 6.3, include the Recommendation and Exchange Commission shall use its reasonable best efforts to respond to any comments by the SEC staff in respect of the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the "SEC") a proxy statement for other, furnish the solicitation other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of proxies Parent, the Company or any of their respective Subsidiaries to any Third Party in favor of (i) connection with the approval and adoption of this Agreement Offer, the Merger and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Mergertransactions contemplated by this Agreement. The Company shall use all its reasonable best efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall promptly notify Parent of the Company's common stock entitled receipt of any oral or written comments from the SEC relating to vote the Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto). The Company shall provide Parent with copies of all filings made and correspondence with the SEC with respect to the Proxy Statement. If at any time prior to the Stockholders Meeting Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC and disseminated by the Company to the stockholders of the Company as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statementpracticable.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, the Company shall prepare the preliminary Proxy Statement. Parent and file Purchaser shall cooperate with the Securities and Exchange Commission (Company in the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval preparation of the Governance Provisions as amendments to Proxy Statement and furnish all information concerning Parent and Purchaser that is required in connection with the Company's Certificate of Incorporation to become effective solely upon the effectiveness preparation of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose provide Parent and Purchaser and their respective advisors with a reasonable opportunity to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of review the Proxy Statement and any amendment or supplement thereto, the Proxy Forms and any documents to be circulated to the holders of Company Options or Company RSU Awards in connection with the transactions contemplated by this Agreement (together the “Key Acquisition Documents”) (and shall consider in good faith such comments reasonably proposed by Parent and Purchaser for inclusion therein) prior to its filing. No filing of, or amendment or supplement to, the Proxy Statement shall be made by the Company without the prior review and input by Parent and Purchaser and the Company shall consider Parent’s and Purchaser’s comments in good faith. As promptly as reasonably practicable (and in any event within five (5) Business Days) after the No-Shop Period Start Date (or such earlier date as the Company determines in its sole discretion), subject to the receipt from Parent and Purchaser of the information described in the preceding sentence of this paragraph (a), the Company shall file the preliminary Proxy Statement with the SEC. The Company shall respond promptly to any comments from the SEC or the staff of the SEC. The Company shall notify IMS HEALTH Parent promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between the Company and any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. The Company shall ensure that (i) the Key Acquisition Documents will not, on the date it is first mailed to Company’s shareholders and/or holders of options or RSUs (as applicable) and at the time of the Company Shareholders’ Meeting, include any requests untrue statement of a material fact or omit to state any material fact to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy Statement complies in all material respects with the requirements of the Exchange Act and the Companies Act. If at any time prior to the Court Meeting or the Company Shareholders’ Meeting (or any adjournment or postponement thereof) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the SEC for any Company that should be set forth in an amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statement, so that the Proxy Statement would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders Company’s shareholders as promptly as reasonably practicable after the later of (i) the resolution of all comments of the Company's common stock entitled SEC or the staff of the SEC with respect to vote at the Stockholders Meeting as soon as reasonably possible following preliminary Proxy Statement (such date, the execution hereof. IMS HEALTH shall provide “Proxy Clearance Date”) and (ii) receipt of an order of the Court that the Company such information concerning shall have permission to convene the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy StatementCourt Meeting.

Filings; Other Actions. (a) Subject to the provisions of Unless this Agreement and the Distribution Agreementhas been terminated pursuant to Section 5.1, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") call a proxy statement for the solicitation meeting of proxies in favor of (i) the approval and adoption of this Agreement and the Mergerits stockholders, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after following the Closing, to vote on proposals (collectively, the “Stockholder Proposals”) to (1) approve the conversion of (A) the Series F Convertible Preferred Stock into Voting Common Stock and (B) Purchaser Non-Voting Shares and the Indemnity Shares into Voting Common Stock for purposes of Rule 5635 of the Nasdaq Stock Market Rules, (2) approve the amendment to the Articles of Incorporation to (x) authorize a number of shares of Non-Voting Common Stock sufficient to permit the full conversion of the Series G Convertible Preferred Stock into, Non-Voting Common Stock and the issuance of the Indemnity Shares, and (y) increase the number of authorized shares of Voting Common Stock to at least such filingnumber as shall be sufficient to permit the full conversion of each of the Series F Convertible Preferred Stock, the Purchaser Non-Voting Shares and the Indemnity Shares (clauses (x) and (y), collectively, the “Charter Proposals”). The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposals. In connection with such meeting, the Company shall promptly prepare (and IMS HEALTH shall Purchaser will reasonably cooperate with each other the Company to prepare) and file (but in no event more than ten business days after the preparation Closing Date) with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Proxy Statement SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such stockholder approval. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement theretoto the proxy statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. Each of Purchaser and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall notify IMS HEALTH of the receipt of any comments of the SEC with respect as promptly as practicable prepare and mail to the Proxy Statement and of any requests by the SEC for any its stockholders an amendment or supplement thereto or for additional informationto correct such information to the extent required by applicable laws and regulations. The recommendation made by the Board of Directors described in this Section 3.1(a) shall be included in the proxy statement filed in connection with obtaining such stockholder approval. In the event that the approval of any of the Stockholder Proposals is not obtained at such special stockholders meeting, and the Company shall provide include a proposal to IMS HEALTH promptly copies of all correspondence between the SEC approve (and the Company or any Board of Directors shall unanimously recommend approval of) each such proposal at a meeting of its advisors with respect to stockholders no less than once in each subsequent six-month period beginning on the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments date of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to special stockholders meeting until all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statementapprovals are obtained or made.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, the Company Parent shall prepare and file with the Securities and Exchange Commission (SEC the "SEC") a proxy statement for Form S-4, which will include the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement")/Prospectus. The Company shall not propose to its stockholders the adoption Each of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company Parent shall use all reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger. Parent will cause the Proxy Statement cleared Statement/Prospectus to be mailed to Parent stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state securities Laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement/Prospectus will be made by Parent, without BRE’s prior consent (which shall not be unreasonably withheld) and without providing the other party a reasonable opportunity to review and comment thereon. Parent will advise BRE promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation amendment of the Proxy Statement and any amendment Form S-4 or supplement thereto, and the Company shall notify IMS HEALTH of the receipt of any comments of the SEC with respect to the Proxy Statement Statement/Prospectus or comments thereon and of any responses thereto or requests by the SEC for any amendment or supplement thereto or for additional information, and shall will promptly provide to IMS HEALTH promptly the other with copies of all correspondence between any written communication from the SEC and or any state securities commission. If at any time prior to the Company Effective Time any information relating to Parent or BRE, or any of its advisors with respect their respective affiliates, officers or directors, is discovered by Parent or BRE which should be set forth in an amendment or supplement to the Form S-4 or the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity /Prospectus, so that any of such documents would not include a misstatement of a material fact or omit to review state any material fact necessary to make the Proxy Statement and all responses to requests for additional information by and replies to comments statements therein, in light of the SECcircumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall incorporate therein any reasonable comments IMS HEALTH may deliver be promptly filed with the SEC and, to the Company with respect theretoextent required by Law, before such Proxy Statement, response or reply is filed with or sent disseminated to the SEC. The Company agrees to use commercially reasonable effortsstockholders of Parent and BRE, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statementapplicable.

Filings; Other Actions. (a) Subject Each of Jefferies and Leucadia shall use commercially reasonable efforts to take or cause to be taken such actions as may be required to be taken under the provisions Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Transactions, including in connection with preparation and delivery of this Agreement the Transaction SEC Filings. In connection with the First Merger, the Second Merger, the Jefferies Meeting and the Distribution AgreementLeucadia Meeting, the Company Jefferies and Leucadia, as appropriate, shall prepare and file with the Securities and Exchange Commission (SEC the "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the MergerTransaction SEC Filings, and (iii) the approval of the Share Increase Jefferies and Leucadia, as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporationappropriate, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all commercially reasonable efforts to have respond to the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH of the receipt of any comments of the SEC with respect to and have the Proxy Statement and of any requests Form S–4 declared effective by the SEC for any amendment or supplement thereto or for additional information, under the Securities Act and shall provide to IMS HEALTH promptly copies of all correspondence between the SEC and the Company or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and thereafter to cause the Proxy Statement to be mailed to Jefferies’ stockholders and Leucadia’s stockholders, all as promptly as reasonably practicable and use all commercially reasonable efforts to keep the holders Form S–4 effective as long as reasonably necessary to consummate the Transactions; provided, however, that prior to the filing of the Company's common stock entitled Transaction SEC Filings, each party shall consult with the other party with respect to vote at such filings and shall afford the Stockholders Meeting as soon as reasonably possible following the execution hereofother party and its Representatives reasonable opportunity to comment thereon. IMS HEALTH Each party shall provide the Company such other party with any information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy StatementTransaction SEC Filings that may be required under applicable Law or that is reasonably requested by each other party. Each party shall notify the other party of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to the other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Transactions. Each of Jefferies and Leucadia shall use commercially reasonable efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Jefferies and Leucadia agree to correct any information provided by it for use in the Transaction SEC Filings that shall have become false or misleading in any material respect. Each party will promptly notify the other party if at any time prior to the Jefferies Meeting or Leucadia Meeting any event should occur that is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Jefferies’ stockholders and Leucadia’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to their respective stockholders under applicable Law.

Filings; Other Actions. (a) Subject to As promptly as reasonably practicable following the provisions date of this Agreement and the Distribution Agreement, Hyde Park and the Company shall cause Parent to prepare and file with the Securities and Exchange Commission (SEC the "SEC") a proxy statement for Form S-4, which will include the solicitation Joint Proxy Statement/Prospectus. Each of proxies in favor of (i) the approval and adoption of this Agreement Hyde Park and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Mergers and the other transactions contemplated hereby, which shall include their respective reasonable best efforts to cause to be delivered to each other consents from their respective independent auditors, in form reasonably satisfactory to the recipient and customary in scope and substance for consents delivered by independent public accountants in connection with registration statements on Form S-4 under the Securities Act. Each of Hyde Park and the Company will cause the Joint Proxy Statement cleared Statement/Prospectus to be mailed to their respective stockholders and unitholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Hyde Park and the Company shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock in the Mergers, and Hyde Park and the Company shall furnish all information concerning themselves and their respective stockholders and unitholders as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement/Prospectus will be made by Parent without the prior consent of Hyde Park and the Company (which, in either case, shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon. Hyde Park or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any oral or written request by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation amendment of the Joint Proxy Statement Statement/Prospectus or the Form S-4 or comments thereon and any amendment responses thereto or supplement thereto, and the Company shall notify IMS HEALTH of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall will promptly provide to IMS HEALTH promptly the other with copies of all correspondence between any written communication from the SEC and or any state securities commission. If at any time prior to the Company Effective Times any information relating to Hyde Park or the Company, or any of its advisors their respective affiliates, officers or directors, is discovered by Hyde Park or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus, so that any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with respect the SEC and, to the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information extent required by and replies to comments of the SEClaw, and shall incorporate therein any reasonable comments IMS HEALTH may deliver disseminated to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to stockholders of Hyde Park and the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the holders unitholders of the Company's common stock entitled to vote at the Stockholders Meeting as soon as reasonably possible following the execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Proxy Statement.