Common use of FORMS S-4 AND EXCHANGE ACT REGISTRATION STATEMENT Clause in Contracts

FORMS S-4 AND EXCHANGE ACT REGISTRATION STATEMENT. The Forms S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and Marathon shall have received any state securities or “blue sky” authorizations necessary to effect the Marathon Share Issuance. Ashland shall have received any state securities or “blue sky” authorizations necessary to effect the HoldCo Share Issuance and the New Ashland Inc. Share Issuance. The Exchange Act Registration Statement shall have become effective under the Exchange Act and shall not be the subject of any stop order or proceedings seeking a stop order.

FORMS S-4 AND EXCHANGE ACT REGISTRATION STATEMENT. The Forms S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and Marathon shall have received any state securities or “"blue sky” " authorizations necessary to effect the Marathon Share Issuance. Ashland shall have received any state securities or “"blue sky” " authorizations necessary to effect the HoldCo Share Issuance and the New Ashland Inc. Share Issuance. The Exchange Act Registration Statement shall have become effective under the Exchange Act and shall not be the subject of any stop order or proceedings seeking a stop order.