Common use of Actions Prior to the Distribution Clause in Contracts

Actions Prior to the Distribution. (a) Odetics and ATL shall prepare and mail, prior to the Distribution Date, to the holders of Odetics Common Stock, such information concerning ATL, its business, operations and management, the Distribution and such other matters as Odetics and ATL shall reasonably determine and as may be required by law. Odetics and ATL will prepare, and ATL will, to the extent required under applicable law, file with the Commission any such documentation and any requisite no action letters which Odetics determines are necessary or desirable to effectuate the Distribution and Odetics and ATL shall each use its reasonable best efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Odetics and ATL shall take all such action as may be necessary or appropriate under the state securities laws of the United States (and any comparable laws under any foreign jurisdiction) in connection with the Distribution. (c) Odetics and ATL shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 7.3(d) (subject to Sections 7.3(d)) to be satisfied and to effect the Distribution on the Distribution Date. (d) ATL shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the ATL Common Stock to be distributed in the Distribution on the Nasdaq National Market, subject to official notice of distribution.

Actions Prior to the Distribution. (a) Odetics HBIO and ATL HXXX shall prepare prepare, and HBIO shall mail, prior to the Distribution Date, to the holders of Odetics HBIO Common Stock, such information concerning ATLHXXX, its business, operations and management, the Distribution and such other matters as Odetics and ATL HBIO shall reasonably determine and as may be required by lawLaw. Odetics HBIO shall bear the cost of any such delivery to its stockholders. HBIO and ATL HXXX will prepare, and ATL HXXX will, to the extent required under applicable lawLaw, file with the Commission SEC any such documentation and any requisite no no-action letters which Odetics HBIO determines are necessary or desirable to effectuate the Distribution and Odetics HBIO and ATL HXXX shall each use its reasonable best efforts to obtain all necessary approvals from the Commission SEC with respect thereto as soon as practicable. (b) Odetics HBIO and ATL HXXX shall take all such action as may be necessary or appropriate under the state securities laws or blue sky Laws of the United States (and any comparable laws Laws under any foreign jurisdiction) in connection with the Distribution. (c) Odetics HBIO and ATL HXXX shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 7.3(d) 4.3 (subject to Sections 7.3(dSection 11.2(b)) to be satisfied and to effect the Distribution on the any Distribution Date. (d) ATL HXXX shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the ATL HXXX Common Stock to be distributed in the Distribution on the Nasdaq National MarketNASDAQ, subject to official notice of distribution.

Actions Prior to the Distribution. (a) Odetics and ATL Iteris shall prepare and mail, prior to the Distribution Date, to the holders of Odetics Common Stock, such the Information Statement, which shall include information concerning ATLIteris, its business, operations and management, the Distribution and such other matters as Odetics and ATL shall reasonably determine and as may be required by law. Odetics and ATL Iteris will prepare, and ATL Iteris will, to the extent required under applicable law, file with the Commission the Form 10 and any such other documentation and any requisite no action letters which Odetics determines and Iteris determine are necessary or desirable to effectuate the Distribution and Odetics and ATL Iteris shall each use its reasonable best efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Odetics and ATL Iteris shall take all such action as may be necessary or appropriate under the state securities or blue sky laws of each of the states of the United States (and any comparable laws under any foreign jurisdiction) in connection with the Distribution. (c) Odetics and ATL Iteris shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 7.3(d) (subject to Sections 7.3(d)) 7.3 to be satisfied and to effect the Distribution on the Distribution Date. (d) ATL Iteris shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the ATL Iteris Common Stock to be distributed in the Distribution on the Nasdaq National Market, subject to official notice of distribution.

Actions Prior to the Distribution. (a) Odetics CCI and ATL uBid shall prepare and mail, prior to the Distribution Date, to the holders of Odetics CCI Common Stock, such information concerning ATLuBid, its business, operations and management, the Distribution and such other matters as Odetics and ATL CCI shall reasonably determine and as may be required by law. Odetics CCI and ATL uBid will prepare, and ATL uBid will, to the extent required under applicable law, file with the Commission any such documentation and any requisite no action letters which Odetics CCI determines are necessary or desirable to effectuate the Distribution and Odetics CCI and ATL uBid shall each use its reasonable best efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Odetics CCI and ATL uBid shall take all such action as may be necessary or appropriate under the state securities or blue sky laws of the United States (and any comparable laws under any foreign jurisdiction) in connection with the Distribution. (c) Odetics CCI and ATL uBid shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 7.3(d) 3.3 (subject to Sections 7.3(d3.3(d)) to be satisfied and to effect the Distribution on the Distribution Date. (d) ATL uBid shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing on the NASDAQ Stock Market, subject to official notice of distribution of the ATL uBid Common Stock to be distributed in the Distribution on Distribution, and the Nasdaq National Market, subject shares of uBid Common Stock covered by uBid Options to official notice of distributionbe granted under Section 3.6 below.

Actions Prior to the Distribution. (a) a. Odetics and ATL shall prepare and mail, prior to the Distribution Date, to the holders of Odetics Common Stock, such information concerning ATL, its business, operations and management, the Distribution and such other matters as Odetics and ATL shall reasonably determine and as may be required by law. Odetics and ATL will prepare, and ATL will, to the extent required under applicable law, file with the Commission any such documentation and any requisite no action letters which Odetics determines are necessary or desirable to effectuate the Distribution and Odetics and ATL shall each use its reasonable best efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) b. Odetics and ATL shall take all such action as may be necessary or appropriate under the state securities laws of the United States (and any comparable laws under any foreign jurisdiction) in connection with the Distribution. (c) c. Odetics and ATL shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 7.3(d) (subject to Sections 7.3(d)) to be satisfied and to effect the Distribution on the Distribution Date. (d) d. ATL shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the ATL Common Stock to be distributed in the Distribution on the Nasdaq National Market, subject to official notice of distribution.

Actions Prior to the Distribution. (a) Odetics and ATL shall prepare and mail, prior to the Distribution Date, to the holders of Odetics Common Stock, such information concerning ATL, its business, operations and management, the Distribution and such other matters as Odetics and ATL shall reasonably determine and as may be required by law. Odetics and ATL will prepare, and ATL will, to the extent required under applicable law, file with the Commission any such documentation and any requisite no action letters which Odetics determines are necessary or desirable to effectuate the Distribution and Odetics and ATL shall each use its reasonable best efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Odetics and ATL shall take all such action as may be necessary or appropriate under the state securities or blue sky laws of the United States (and any comparable laws under any foreign jurisdiction) in connection with the Distribution. (c) Odetics and ATL shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 7.3(d) (subject to Sections 7.3(d)) to be satisfied and to effect the Distribution on the Distribution Date. (d) ATL shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the ATL Common Stock to be distributed in the Distribution on the Nasdaq National Market, subject to official notice of distribution.