Common use of Certain Filings; Cooperation in Receipt of Consents; Listing Clause in Contracts

Certain Filings; Cooperation in Receipt of Consents; Listing. As promptly as reasonably practicable after the date hereof, HNWC and AMCON shall prepare and AMCON shall file with the SEC the Registration Statement, in which a Proxy Statement/Prospectus will be included as AMCON's prospectus. Each of HNWC and AMCON shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. HNWC shall mail the Proxy Statement/Prospectus to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. AMCON and HNWC shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities or blue sky laws in connection with the issuance of shares of Surviving Corporation Common Stock in the Merger.

Certain Filings; Cooperation in Receipt of Consents; Listing. As promptly as reasonably practicable after the date hereof, HNWC CITATION and AMCON Cerner shall prepare and AMCON Cerner shall file with the SEC the Registration Statement, in which a the Joint Proxy Statement/Prospectus will be included as AMCONCerner's prospectus. Each of HNWC CITATION and AMCON Cerner shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. HNWC CITATION shall mail the Joint Proxy Statement/Prospectus to its stockholders shareholders as promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Joint Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. AMCON On or before the effectiveness of the Registration Statement, CITATION shall file the Joint Proxy/Prospectus with the SEC. Cerner and HNWC CITATION shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities or blue sky laws in connection with the issuance of shares of Surviving Corporation Cerner Common Stock in the Merger.

Certain Filings; Cooperation in Receipt of Consents; Listing. As promptly as reasonably practicable Promptly after the date hereof, HNWC MindSpring, EarthLink and AMCON Newco shall prepare and AMCON Newco shall file with the SEC the Registration Statement, in which a the Joint Proxy Statement/Prospectus will be included as AMCONNewco's prospectus. Each of HNWC MindSpring and AMCON EarthLink shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger Mergers. Each of MindSpring and the transactions contemplated thereby. HNWC EarthLink shall mail the Joint Proxy Statement/Prospectus to its their respective stockholders as promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Joint Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. AMCON EarthLink and HNWC MindSpring shall cause Newco to take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities or blue sky laws in connection with the issuance of shares of Surviving Corporation Newco Common Stock in the MergerMergers.

Certain Filings; Cooperation in Receipt of Consents; Listing. As promptly as reasonably practicable after the date hereof, HNWC STC and AMCON Epitope shall prepare and AMCON Epitope shall file with the SEC the Registration Statement, in which a the Joint Proxy Statement/Prospectus will be included as AMCONEpitope's prospectus. Each of HNWC STC and AMCON Epitope shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. HNWC Each of STC and Epitope shall mail the Joint Proxy Statement/Prospectus to its their respective stockholders as promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Joint Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. AMCON Epitope and HNWC STC shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities or blue sky laws in connection with the issuance of shares of Surviving Corporation Common Stock in the MergerMergers.