Common use of Joint Proxy Statement/Prospectus; Registration Statement Clause in Contracts

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following the date of this Agreement, Parent and the Company shall, in consultation with each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration Statement. Each of Parent and the Company shall use its reasonable efforts to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement-Prospectus, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-Prospectus to be mailed to its stockholders at the earliest practicable date.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following the date of this Agreement, Parent (a) Inuvo and the Company shall, in consultation with CPT shall each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect use their reasonable best efforts to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall jointly prepare and file with the SEC the Joint Proxy Statement/Prospectus and the Registration Statement within twenty (20) Business Days following the Execution Date. Each of Inuvo and CPT shall provide as promptly as practicable to the other such information concerning its business affairs and Financial Statements as, in the reasonable judgment of the providing Party or its counsel, may be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, shall cause its counsel to cooperate with the other Party’s counsel in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement and shall request the cooperation of such Party’s auditors in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Each of Parent Inuvo and CPT shall respond to any comments of the Company SEC and shall use its their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable. Parent shall also use its practicable after such filings, and each of Inuvo and CPT will provide the other with a reasonable best efforts opportunity to take review and comment (which comments will be considered by the other Party in good faith) on any action required to be taken under state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement-Prospectus, such party /Prospectus or the Registration Statement prior to the filing thereof with the SEC. CPT and Inuvo shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-/Prospectus to be mailed to its their respective stockholders at the earliest practicable datetime after the Registration Statement is declared effective under the Securities Act. Each of Inuvo and CPT shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to this Section 6.5(a) or for additional information and shall supply the other with copies of all correspondence between such Party or any of its Representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Mergers or any filing pursuant to Section 6.5(b). Each of Inuvo and CPT shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.5(a) to comply as to form and substance as to such Party in all material respects with all applicable Laws.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly -------------------------------------------------------- as practicable following after the date execution of this Agreement, Parent Avanex and the Company shall, in consultation with each other, Oplink will prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with SEC the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-/Prospectus") , and Parent, in consultation with the Company, shall Avanex will prepare and file with the SEC the Registration Statement in which the Joint Proxy Statement/Prospectus is to be included as a prospectus. Avanex and Oplink will provide each other with any information with respect to it which may be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, and cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation and filing of the Joint Proxy Statement/Prospectus and the Registration Statement pursuant to this Section 5.1. Each of Parent Avanex and Oplink will respond to any comments from the Company shall SEC, will use its commercially reasonable efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as practicablepracticable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Parent shall also use Each of Avanex and Oplink will notify the other promptly upon the receipt of any comments from the SEC or its reasonable best efforts to take any action required to be taken under state securities or blue sky laws staff in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with filing of, or amendments or supplements to, the Registration Statement and and/or the issuance of shares of Parent Common StockJoint Proxy Statement/Prospectus. If at any time prior to the Effective Time Whenever any event or circumstance relating occurs which is required to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement, Avanex or Oplink, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Avanex and/or Oplink, such amendment or supplement. Each of Avanex and Oplink shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement or the and Joint Proxy Statement-Prospectus/Prospectus prior to filing such with the SEC, and will provide each other with a copy of all such party shall promptly inform filings made with the other thereof and take appropriate action in respect thereofSEC. Each of Parent Avanex and the Company Oplink will use its reasonable efforts to cause the Joint Proxy Statement-/Prospectus to be mailed to its respective stockholders at the earliest practicable datetime after the Registration Statement is declared effective by the SEC. Each of the parties hereto shall cause the Joint Proxy Statement/Prospectus and the Registration Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of Nasdaq. Without in any way limiting or affecting the requirements of Section 5.2(b) hereof, nothing in this Agreement shall preclude either Avanex or Oplink from including in the Joint Proxy Statement/Prospectus or any amendment or supplement thereto any information that it reasonably determines is required to be disclosed pursuant to applicable securities laws.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly soon as practicable following after the date of this Agreement, Parent AutoCyte and the Company shall, in consultation with each other, NeoPath shall jointly prepare and file with the SEC, a subject to the prior approval of the other party, which approval shall not be unreasonably withheld, preliminary joint proxy statement and forms of proxy in connection with materials relating to the vote special meetings of the Company's stockholders of NeoPath and AutoCyte held in accordance with respect Sections 4.10 and 4.11 hereof, respectively, and as required by the Exchange Act, and a Registration Statement on Form S-4 (as amended or supplemented, the "Registration Statement") relating to the Merger and this Agreement and registration under the votes Securities Act of Parent's stockholders with respect to the issuance of shares of Parent AutoCyte Common Stock to be issued in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration StatementMerger. Each of Parent AutoCyte and the Company NeoPath shall use its all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicablepracticable after such filing. Parent AutoCyte shall also use its all reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance of qualify the shares of Parent AutoCyte Common Stock to be issued in the Merger under the securities or "blue sky" laws of every state necessary to offer and issue the shares of AutoCyte Common Stock issuable pursuant to this Agreement Section 1.6(a) to the stockholders of NeoPath at the Closing, except any such state with respect to which counsel for AutoCyte has determined that such qualification is not required under the securities or "blue sky" laws of such state, and except that in the Mergerno event shall AutoCyte be obligated to qualify as a foreign corporation or to execute a general consent to service of process in any state in which it has not previously so qualified or has not previously so consented. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request joint proxy statement/prospectus included in connection with the Registration Statement at the time it initially is mailed to the stockholders of AutoCyte and shareholders of NeoPath and all duly filed supplements, amendments or revisions made thereto, if any, similarly mailed are hereinafter referred to as the issuance of shares of Parent Common Stock"Proxy Statement." No filing of, or amendment or supplement to, the Registration Statement will be made by AutoCyte, or the Proxy Statement will be made by NeoPath or AutoCyte, without providing the other party the opportunity to review and comment thereon. If If, at any time prior to the Effective Time Time, any event or circumstance relating to Parenteither AutoCyte or NeoPath or any of its affiliates, any Subsidiary of Parent, the Company, or their respective officers or directors, should be directors is discovered by such party which should that is required to be set forth in an amendment to the Registration Statement or filings under blue sky laws or a supplement to the Registration Statement or the Joint Proxy Statement-Prospectus, such party shall will promptly inform the other thereof party, and take such amendment or supplement will be promptly filed with the SEC and appropriate action in respect thereof. Each state securities administrators and disseminated to the stockholders of Parent AutoCyte and NeoPath, to the Company will use its reasonable efforts to cause the Joint Proxy Statement-Prospectus to be mailed to its stockholders at the earliest practicable dateextent required by applicable federal and state securities laws.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect shall cause to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment be prepared (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare ’s reasonable cooperation) and file filed with the SEC the Registration Statement, including the Joint Proxy Statement/Prospectus. Each of Parent and the Company shall use its reasonable best efforts to ensure that the Registration Statement, including the Joint Proxy Statement/Prospectus, complies as to form in all material respects with the rules and regulations promulgated by the SEC under the Exchange Act and the Securities Act and with all other applicable Law. The Company and Parent (as applicable) shall ensure that the Joint Proxy Statement/Prospectus includes (i) the opinion of the Company’s financial advisor referred to in Section 3.20; and (ii) a summary of the financial analysis conducted by such financial advisor. Subject to Section 7.02(d) and Section 5.02, the Joint Proxy Statement/Prospectus shall include (i) a statement to the effect that the Company Board has determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and has approved and declared advisable the execution, delivery and performance of this Agreement and the consummation of the Merger and (ii) the recommendation of the Company Board in favor of approval and adoption of this Agreement and the Merger. Parent and the Company shall use their respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicablepracticable after such filing (including by responding to comments of the SEC). Parent and the Company shall also use its reasonable best efforts make all necessary filings with respect to take the Merger and the Transactions under the Securities Act and the Exchange Act and any action required to be taken under necessary state securities Laws or “blue sky laws sky” notice requirements in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to As promptly as practicable after the Registration Statement or the Joint Proxy Statement-Prospectusshall have become effective, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will shall use its reasonable best efforts to cause the Joint Proxy Statement-/Prospectus to be mailed delivered to its stockholders at shareholders in accordance with applicable Law and the earliest practicable daterules and regulations of Nasdaq.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the date execution of this Agreement, Parent and notwithstanding anything in the Porsche Merger Agreement to the contrary, the Company shall, shall cause to be prepared (with the initial draft to be prepared by Investor Counsel in consultation cooperation with each other, prepare the Company’s outside legal counsel) and file filed with the SEC, a joint proxy statement the Registration Statement, including the Joint Proxy Statement/Prospectus. The Company and forms of proxy Parent shall use their reasonable best efforts to ensure that the Registration Statement, including the Joint Proxy Statement/Prospectus, complies as to form in connection all material respects with the vote rules and regulations promulgated by the SEC under the Exchange Act and the Securities Act and with all other applicable Law. Subject to Section 7.02(b), the Joint Proxy Statement/Prospectus shall include (i) a statement to the effect that the Company Board has determined that this Agreement, the Parent Merger and the other Investment Transactions are fair to and in the best interests of the Company's , Parent and Merger Sub and their respective stockholders with respect to and has approved and declared advisable the Merger execution, delivery and performance of this Agreement and the votes consummation of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by Investment Transactions and (ii) the recommendation of the Company Board in favor of the adoption of this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part approval of the Registration Statementother Company Proposals (the “Company Board Recommendation”), together with any supplements thereto, in the form mailed to the Company's . The Company and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration Statement. Each of Parent and the Company shall use its their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicablepracticable after such filing (including by responding to comments of the SEC). The Company and Parent shall also use its reasonable best efforts make all necessary filings with respect to take the Parent Merger and the Investment Transactions under the Securities Act and the Exchange Act and any action required to be taken under necessary state securities Laws or “blue sky laws sky” notice requirements in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to As promptly as practicable after the Registration Statement or the Joint Proxy Statement-Prospectusshall have become effective, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will shall use its reasonable best efforts to cause the Joint Proxy Statement-/Prospectus to be mailed delivered to its stockholders at in accordance with applicable Law and the earliest practicable daterules and regulations of Nasdaq.

Joint Proxy Statement/Prospectus; Registration Statement. 5.2(a) As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall jointly prepare and file with the SEC the Joint Proxy Statement/Prospectus and the Form S-4 Registration Statement. Each of Parent and the Company shall use provide promptly to the other such information concerning its business affairs and financial statements as, in the reasonable efforts to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance judgment of the shares of Parent Common Stock pursuant to this Agreement providing party or its counsel, may be required or appropriate for inclusion in the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement-Prospectus/Prospectus and the Form S-4 Registration Statement, such party or in any amendments or supplements thereto, shall promptly inform cause its counsel to cooperate with the other thereof party’s counsel in the preparation of the Joint Proxy Statement/Prospectus and take appropriate action the Form S-4 Registration Statement and shall request the cooperation of such party’s auditors in respect thereofthe preparation of the Joint Proxy Statement/Prospectus and the Form S-4 Registration Statement. Each of Parent and the Company will shall respond to any comments of the SEC and shall use its all commercially reasonable efforts to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and each of Parent and the Company will provide the other with a reasonable opportunity to review and comment (which comments will be considered by the other party in good faith) on any amendment or supplement on the Joint Proxy Statement/Prospectus or the Form S-4 Registration Statement prior to the filing thereof with the SEC. The Company and Parent shall cause the Joint Proxy Statement-/Prospectus to be mailed to its their respective stockholders at the earliest practicable datetime after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 5.2(b) or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff EXECUTION COPY or any other government officials, on the other hand, with respect to the Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 5.2(b). Each of Parent and the Company shall use all commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.2 to comply in all material respects with all Legal Requirements.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the execution of this Agreement (and in any event within 30 days of the date of this Agreement), Parent and the Company shall, in consultation with each other, shall prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare ’s reasonable cooperation) and file with the SEC the Registration Statement, including the Joint Proxy Statement/Prospectus. Each of Parent and the Company shall use its reasonable best efforts to ensure that the Registration Statement, including the Joint Proxy Statement/Prospectus, complies as to form in all material respects with the rules and regulations promulgated by the SEC under the Exchange Act and the Securities Act and with all other applicable Law (including any applicable Canadian securities Laws). The Company shall ensure that the Joint Proxy Statement/Prospectus includes: (i) the opinion of the financial advisor referred to in Section 3.21; and (ii) a summary of the financial analysis conducted by such financial advisor. Subject to Section 7.02(d) and Section 5.02, the Joint Proxy Statement/Prospectus shall include (i) a statement to the effect that the Company Board has determined that this Agreement and the Merger are advisable and (ii) the recommendation of the Company Board in favor of approval and adoption of this Agreement and the Merger. Subject to Section 7.02(d) and Section 6.03, the Joint Proxy Statement/Prospectus shall include the recommendation of the Parent Board in favor of approval of the Parent Share Issuance. Parent and the Company shall use their respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicablepracticable after such filing (including by responding to comments of the SEC) and under any Canadian securities Laws including any rules and regulations promulgated by the OSC. Parent and the Company shall also use its reasonable best efforts make all necessary filings with respect to take the Merger and the Transactions under the Securities Act and the Exchange Act and any action required to be taken under necessary state or Canadian securities Laws or “blue sky laws sky” notice requirements in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the MergerShares. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action As promptly as Parent may reasonably request in connection with practicable after the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parentshall have become effective, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement-Prospectus, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each each of Parent and the Company will shall use its reasonable best efforts to cause the Joint Proxy Statement-/Prospectus to be mailed to its stockholders at the earliest practicable dateor shareholders, as applicable.

Joint Proxy Statement/Prospectus; Registration Statement. As (a) The Parent shall (with the Company’s reasonable cooperation), as promptly as practicable following after the date of this Agreement, Parent and the Company shall, in consultation with each other, prepare and file with the SEC, SEC a joint proxy registration statement and forms of proxy on Form S-4 in connection with the vote Parent Stock Issuance (as amended or supplemented, the “Registration Statement”), in which the Joint Proxy Statement/Prospectus will be included. The Joint Proxy Statement/Prospectus shall include the Company Board Recommendation and the Parent Board Recommendation. Each of Company and Parent shall furnish all information concerning such Person and its Affiliates to the other Party, and provide such other assistance as may be reasonably requested by such other Party to be included therein and shall otherwise reasonably assist and cooperate with the other Party in the preparation, filing and distribution of the Company's stockholders Joint Proxy Statement/Prospectus, the Registration Statement and the resolution of comments to either of the foregoing documents received by the SEC. The Parent shall, as promptly as practicable after the receipt thereof, provide the Company with copies of any written comments and advise the Company of any oral comments with respect to the Merger Joint Proxy Statement/Prospectus or the Registration Statement received by the Parent from the SEC, including any request from the SEC for amendments or supplements thereto (or such other filings as may be necessary under applicable Laws), and this Agreement shall promptly provide the Company with copies of all other material or substantive correspondence between it and its Representatives, on the one hand, and the votes SEC, on the other hand. None of Parent's stockholders the Company, the Parent or their respective Representatives shall agree to participate in any material or substantive meeting or conference (including by telephone) with the SEC, or any member of the staff thereof, in respect of the Joint Proxy Statement/Prospectus or the Registration Statement unless it consults with the other Party in advance and, to the extent permitted by the SEC, allows the other Party to participate. Each of the Parent and the Company shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Registration Statement, the issuance of any stop order relating thereto or the suspension of the qualification of shares of Parent Common Stock for offering or sale in the Merger any jurisdiction, and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part each of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration Statement. Each of Parent and the Company shall use its reasonable best efforts to have the Registration Statement declared effective as promptly as practicableany such stop order or suspension lifted, reversed or otherwise terminated. Parent shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement-Prospectus, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-Prospectus to be mailed to its stockholders at the earliest practicable date.62

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, Company and Parent and the Company shallwill prepare, in consultation with each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-/Prospectus") , and Parent, in consultation with the Company, shall Parent will prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Each of Company and Parent will respond to any comments of the SEC, and will use its commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicablepracticable after such filing, and Company and Parent will cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of Company and Parent shall also use its reasonable best efforts to take will prepare and file any action other filings required to be taken filed by it under state the Exchange Act, the Securities Act or any other federal, foreign or Blue Sky or related securities laws or blue sky laws NASD or National Market System rules, regulations or bylaws in connection with order to consummate the issuance Merger and the transactions contemplated by this Agreement. Each of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and Parent will notify the holders other promptly upon the receipt of any comments from the SEC or its capital stock staff and shall take such other action as Parent may reasonably of any request in connection with by the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event SEC or circumstance relating to Parent, any Subsidiary of Parent, the Company, its staff for amendments or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement supplements to the Registration Statement or the Joint Proxy Statement-Prospectus, /Prospectus and will supply the other with copies of all correspondence between such party shall promptly inform or any of its Representatives, on the one hand, and the SEC or its staff, on the other thereof and take appropriate action in hand, with respect thereof. Each of Parent and to the Company will use its reasonable efforts to cause Registration Statement, the Joint Proxy Statement-/Prospectus or the Merger. Each of Company and Parent will cause all documents that it is responsible for filing with the SEC under this Section 6.01 to be mailed comply ------------ in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Notwithstanding any other provision of this Agreement, nothing herein shall require Parent to its stockholders at qualify to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process under any applicable state securities laws in connection with the earliest practicable dateissuance of Parent Common Stock in the Merger.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the date execution of this Agreement, Parent Rio and the Company shall, in consultation with each otherXxxxxx'x shall cooperate, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement Joint Proxy Statement/Prospectus and the votes of Parent's stockholders with respect to Registration Statement in which the issuance of shares of Parent Common Stock in Joint Proxy Statement/Prospectus will be included as a prospectus, PROVIDED that Xxxxxx'x may delay the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part filing of the Registration Statement), together with any supplements thereto, in Statement until approval of the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") /Prospectus by the SEC. Rio and Parent, Xxxxxx'x will cause the Joint Proxy Statement/Prospectus and the Registration Statement to comply as to form in consultation all material respects with the Companyapplicable provisions of the Securities Act, shall prepare the Exchange Act and file with the SEC the Registration Statementrules and regulations thereunder. Each of Parent Xxxxxx'x and the Company Rio shall use its all reasonable efforts to have or cause the Joint Proxy Statement/Prospectus to be cleared by the SEC and to cause the Registration Statement declared to become effective as promptly as practicable. Parent Without limiting the generality of the foregoing, each of Rio and Xxxxxx'x shall, and shall also use cause its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection respective representatives to, fully cooperate with the issuance other party and its respective representatives in the preparation of the shares of Parent Common Stock pursuant to this Agreement in Joint Proxy Statement/Prospectus and the Merger. The Company shall Registration Statement, and shall, upon request, furnish Parent the other party with all information concerning it and its affiliates, directors, officers and stockholders as the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement Statement. The Joint Proxy Statement/Prospectus with respect to the Merger shall include the determination and recommendation of the Board of Directors of Rio and the Board of Directors of Xxxxxx'x that their respective shareholders vote in favor of the approval and adoption of this Agreement and the Merger. Rio and Xxxxxx'x shall use reasonable efforts to take all actions required under any applicable federal or state securities or Blue Sky Laws in connection with the issuance of shares of Parent Xxxxxx'x Common Stock. If at any time prior Stock pursuant to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to Merger. As promptly as practicable after the Registration Statement or with respect to the Joint Proxy Statement-ProspectusMerger shall have become effective, such party Rio and Xxxxxx'x shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-/Prospectus with respect to the Merger to be mailed to its stockholders at the earliest practicable datetheir respective stockholders.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, VMARK shall prepare and file with the SEC (with appropriate requests for confidential treatment) a preliminary form of the Joint Proxy Statement/Prospectus and other proxy materials related thereto. Following clearance of the Joint Proxy Statement Prospectus by the SEC, VMARK shall prepare and file with the SEC a registration statement on Form S-4, containing the prospectus which is a part of the Joint Proxy Statement/Prospectus, in connection with the registration under the Securities Act of the shares of VMARK Common Stock to be issued in the Merger (the "Registration Statement"). UNIDATA and VMARK shall cause the Registration Statement and the Joint Proxy Statement/Prospectus to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Parent UNIDATA and the Company VMARK shall use its reasonable efforts to have or cause the Registration Statement declared to become effective (including clearing the Joint Proxy Statement/Prospectus with the SEC) as promptly as practicable. Parent , and shall also use its reasonable best efforts to take all actions required under any action required to be taken under applicable federal or state securities or blue sky laws in connection with the issuance of the shares of Parent VMARK Common Stock pursuant to this Agreement in the Merger. The Company Without limiting the generality of the foregoing, each of UNIDATA and VMARK agrees to use all reasonable efforts, after consulting with the other party, to respond promptly to any comments made by the SEC with respect to the Joint Proxy Statement/Prospectus (including each preliminary version thereof) and the Registration Statement (including each amendment and I-31 40 supplement thereto). Each of UNIDATA and VMARK shall, and shall cause it respective representatives to, fully cooperate with the other party and its respective representatives in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish Parent the other party with all information concerning it and its affiliates, directors, officers and stockholders as the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. The Joint Proxy Statement/Prospectus shall include the determination and recommendation of the Board of Directors of UNIDATA and VMARK that their respective stockholders vote in favor of the approval and adoption of this Agreement and the Merger; provided, however, that the Board of Directors of UNIDATA or VMARK may withdraw, modify or change such respective recommendation if either such Board of Directors determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause the members of such Board of Directors to breach their fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, UNIDATA and VMARK shall cause the issuance Proxy Statement to be mailed to their respective stockholders. Thereafter, UNIDATA and VMARK shall each notify the other as promptly as practicable upon becoming aware of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth described in an amendment of, or a supplement to the Registration Statement or to, the Joint Proxy Statement-Prospectus/Prospectus or the Registration Statement, such party and UNIDATA and VMARK shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, the Proxy Statement or the Registration Statement, and shall promptly inform supply the other thereof and take appropriate action in respect thereof. Each with copies of Parent all correspondence between it or any of its representatives and the Company will use its reasonable efforts SEC with respect to cause any of the Joint Proxy Statement-Prospectus to be mailed to its stockholders at the earliest practicable dateforegoing filings. Section 5.02.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC a preliminary proxy statement which shall constitute the Registration Joint Proxy Statement/Prospectus, together with any other documents required by the Securities Act or the Exchange Act, in connection with the Transactions. Each The Joint Proxy Statement/Prospectus shall constitute (i) the proxy statement of the Company with respect to the Company Shareholders' Meeting, (ii) the proxy statement of Parent with respect to the Parent Stockholders' Meeting and, (iii) the prospectus to be contained in the Form S-4 with respect to the issuance by (A) Dutchco of the Parent Common Shares and (B) the Continuing Corporation of the Exchangeable Shares, Units and Class B Shares in connection with the Transactions. As promptly as practicable after comments (if any) are received from the SEC thereon and after the furnishing by Parent and the Company shall use its reasonable efforts to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take any action of all information required to be taken under state securities or blue sky laws in connection with the issuance of the shares of contained therein, Parent Common Stock pursuant to this Agreement in the Merger. The and Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement-Prospectus, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-/Prospectus to be mailed to its stockholders at each of the earliest practicable date.Company's Shareholders and each of Parent's Stockholders. The Joint Proxy Statement/Prospectus shall (i) include the unanimous recommendation of the non-interested Board of Directors of the Company in favor of the Transactions, except that the Board of Directors of the Company may withdraw, modify or refrain from making such recommendation to the extent that the Board determines, in good faith, after consultation with outside legal counsel, that compliance with the Board's fiduciary duties under applicable law would require it to do so, and (ii) the unanimous recommendation of the Board of Directors of Parent in favor of the Parent Stock Issuance, except that the Board of Directors of Parent may withdraw, modify or refrain from making such recommendation to the extent that the Board determines, in good faith, after consultation with outside legal counsel, that compliance with the Board's fiduciary duties under applicable law would require it to do so. Parent shall file a 23

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, Company and Parent and the Company shallwill prepare, in consultation with each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-/Prospectus") , and Parent, in consultation with the Company, shall Parent will prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Each of Company and Parent will respond to any comments of the SEC, and will use its commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicablepracticable after such filing, and Company and Parent will cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of Company and Parent shall also use its reasonable best efforts to take will prepare and file any action other filings required to be taken filed by it under state the Exchange Act, the Securities Act or any other federal, foreign or Blue Sky or related securities laws or blue sky laws NASD or National Market System rules, regulations or bylaws in connection with order to consummate the issuance Merger and the transactions contemplated by this Agreement. Each of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and Parent will notify the holders other promptly upon the receipt of any comments from the SEC or its capital stock staff and shall take such other action as Parent may reasonably of any request in connection with by the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event SEC or circumstance relating to Parent, any Subsidiary of Parent, the Company, its staff for amendments or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement supplements to the Registration Statement or the Joint Proxy Statement-Prospectus, /Prospectus and will supply the other with copies of all correspondence between such party shall promptly inform or any of its Representatives, on the one hand, and the SEC or its staff, on the other thereof and take appropriate action in hand, with respect thereof. Each of Parent and to the Company will use its reasonable efforts to cause Registration Statement, the Joint Proxy Statement-/Prospectus or the Merger. Each of Company and Parent will cause all documents that it is responsible for filing with the SEC under this Section 6.01 to be mailed comply in all material respects ------------ with all applicable requirements of law and the rules and regulations promulgated thereunder. Notwithstanding any other provision of this Agreement, nothing herein shall require Parent to its stockholders at qualify to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process under any applicable state securities laws in connection with the earliest practicable dateissuance of Parent Common Stock in the Merger.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, shall jointly prepare and file with the SEC mutually acceptable proxy materials which shall constitute the “Joint Proxy Statement/Prospectus,” and Parent shall prepare and file the S-4 with the SEC. The Joint Proxy Statement Prospectus will be included in and will constitute part of the S-4 as Parent’s prospectus. The S-4 and the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Each of the parties hereto shall use commercially reasonable efforts to cause the S-4 to be declared effective under the Securities Act as promptly as practicable after the date hereof and to keep the S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Parent or Company, a joint proxy statement as the case may be, shall furnish all information concerning Parent or Company as the other party may reasonably request in connection with such actions and forms the preparation of proxy the S-4 and the Joint Proxy Statement/Prospectus. Each of Parent and Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the vote of filing of, or amendments or supplements to, the Company's stockholders with respect S-4 and/or the Joint Proxy Statement/Prospectus. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Merger Joint Proxy Statement/Prospectus and/or the S-4, Parent or Company, as the case may be, will promptly inform the other of such occurrence and this Agreement cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Parent and/or Company, such amendment or supplement. Each of Parent and Company shall cooperate and provide the votes other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and/or the S-4 prior to filing such with the SEC and shall provide each other with a copy of Parent's stockholders all such filings made with respect the SEC. As promptly as practicable after the SEC declares the S-4 effective, each of Parent and Company will cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders. Parent shall take all action required under any applicable laws in connection with the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed pursuant to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration Statement. Each of Parent and the Company shall use its reasonable efforts to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement-Prospectus, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-Prospectus to be mailed to its stockholders at the earliest practicable date.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, and Parent shall prepare and Parent shall file with the SEC, a joint preliminary proxy statement materials which shall constitute the Joint Proxy Statement/Prospectus and, if the parties so agree at the time, the Registration Statement. Parent shall furnish all information concerning Parent required to be contained in the Joint Proxy Statement/Prospectus, and forms the Company shall furnish all information concerning the Company required to be contained in the Joint Proxy Statement/Prospectus. As promptly as practicable after comments are received from the SEC thereon and after the furnishing by the Company and Parent of proxy all information required to be contained therein, Parent shall file (and the Company shall cooperate with Parent in connection with the vote filing) with the SEC the definitive Joint Proxy Statement/Prospectus and the Registration Statement (or, if the Registration Statement has been previously filed, an amendment thereto) relating to approval of this Agreement by the Company's stockholders with respect as set forth in Section 2.04(b), to the Merger and this Agreement and approval of the votes of Parent Stockholders Meeting Proposals by the Parent's stockholders with respect as provided in Section 3.13(a) and to the issuance payment of shares the Merger Consideration in the form of Parent Common Stock in the Merger pursuant to this Agreement, and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration Statement. Each of Parent and the Company shall use its all reasonable efforts to have cause the Registration Statement declared effective as promptly as practicableto become effective. Parent shall also use its reasonable best efforts 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 the applicable state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in connection with the Merger. The Company shall furnish to Parent with all information concerning the holders of capital stock of the Company as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Joint Proxy Statement/Prospectus. The Company and Parent shall notify the holders other promptly upon the receipt of any comments from the SEC or its staff or any other government officials in connection with any filing made pursuant hereto and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus or any other filings or for additional information and will supply the other with copies of all correspondence between such party or any of its capital stock representatives, on the one hand, and shall take such the SEC, or its staff or any other action as government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any other filing. Neither Parent may reasonably request nor the Company will file any amendment or supplement to, or any correspondence to the SEC or its staff with respect to, the Joint Proxy Statement/Prospectus, without providing the other party a reasonable opportunity to review and comment thereon. Parent will advise the Company, promptly after Parent receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Registration Statement or comments thereon and responses thereto or requests by the issuance of shares of Parent Common StockSEC for additional information. If at any time prior to the Effective Time respective vote of stockholders at the Stockholders Meeting any event or circumstance information relating to the Company or Parent, or any Subsidiary of Parent, the Company, or their respective affiliates, officers or directors, should be discovered by such party the Company or Parent which should be set forth in an amendment or a supplement to either of the Registration Statement or the Joint Proxy Statement-Prospectus/Prospectus 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 party 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. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Registration Statement, the Joint Proxy Statement/Prospectus or any other filing, the Company or Parent will promptly inform the other thereof of such occurrence and take appropriate action cooperate in respect thereof. Each filing with the SEC or its staff or any other government officials and/or mailing to stockholders of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-Prospectus to be mailed to its stockholders at the earliest practicable dateCompany, such amendment or supplement.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following the date of this Agreement, Parent The Acquiror and the Company shall, shall cooperate in consultation with each other, prepare and file with the SEC, preparing a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment statement/prospectus (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-/Prospectus") and Parent, which shall be utilized to solicit proxies in consultation connection with the meeting at which the Company's stockholders will vote upon the Merger and the meeting at which the Acquiror's stockholders will vote upon the Merger. Such document shall also constitute a prospectus for the offer, sale and registration of the Acquiror's capital stock pursuant to the Merger. Promptly after both the Acquiror and the Company confirm that the Joint Proxy Statement/Prospectus is satisfactory for filing in preliminary form, the Acquiror shall file such preliminary Joint Proxy Statement/Prospectus with the SEC, such filing to be on a confidential basis to the extent permitted by the rules of the SEC. Each party shall provide the other with a copy of any written comments that it may receive from the Staff of the SEC with respect to the Joint Proxy Statement/Prospectus and shall afford the other party's representatives the opportunity to participate in any telephonic conversation or meeting with the Staff of the SEC regarding the Joint Proxy Statement/Prospectus. Each party will afford the other party and its counsel a full and complete opportunity to comment on any response to any comments from the Staff of the SEC with respect to such Joint Proxy Statement/Prospectus and will not file any amendment to such preliminary Joint Proxy Statement/Prospectus unless such amendment is approved by the other party, such approval not to be unreasonably withheld. The Acquiror shall prepare and file with the SEC a registration statement on Form S-4 including such Joint Proxy Statement/Prospectus (the "Registration Statement. Each ") as soon as is reasonably practicable following receipt of Parent final comments from the Staff of the SEC on the Joint Proxy Statement/Prospectus (or advice that such Staff shall not review such filing), and the Company shall use its all reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicablepracticable and to maintain the effectiveness of such Registration Statement. Parent Each party will promptly advise the other party in writing if at any time prior to the Company Meeting (as hereinafter defined) or the Acquiror Meeting (as hereinafter defined) it shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Joint Proxy Statement/Prospectus or Registration Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Acquiror shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky or securities laws in connection with the issuance of the shares of Parent Acquiror Common Stock pursuant to this Agreement in the Merger. The , and the Company shall furnish Parent with the Acquiror all information concerning the Company and the holders of its capital stock and shall take such other any action as Parent the Acquiror may reasonably request in connection with any such action. The Acquiror will afford the Company and its counsel a reasonable opportunity to comment on (i) the Registration Statement in preliminary form prior to its being filed with the SEC, (ii) any response to any comments from the Staff of the SEC with respect to such Registration Statement in preliminary form and (iii) any proposed amendments to the issuance of shares of Parent Common StockRegistration Statement. If Each party will promptly advise the other in writing if at any time prior to the Effective Time Company Meeting or the Acquiror Meeting it shall obtain knowledge of any event facts that might make it necessary or circumstance relating appropriate to Parent, any Subsidiary of Parent, the Company, amend or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement in order to make the statements contained or the Joint Proxy Statement-Prospectus, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will use its reasonable efforts incorporated by reference therein not misleading or to cause the Joint Proxy Statement-Prospectus to be mailed to its stockholders at the earliest practicable datecomply with applicable law.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following the date of this Agreement, (a) Parent and the Company shall, in consultation with shall each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect use their reasonable best efforts to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall jointly prepare and file with the SEC the Joint Proxy Statement/Prospectus and the Registration Statement within twenty (20) Business Days following the Execution Date. Each of Parent and The Company shall provide as promptly as practicable to the other such information concerning its business affairs and Financial Statements as, in the reasonable judgment of the providing Party or its counsel, may be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, shall cause its counsel to cooperate with the other Party’s counsel in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement and shall request the cooperation of such Party’s auditors in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Each of Parent and the Company shall respond to any comments of the SEC and shall use its their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable. Parent shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance of the shares practicable after such filings, and each of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning and the Company will provide the other with a reasonable opportunity to review and comment (which comments will be considered by the holders of its capital stock and shall take such other action as Parent may reasonably request Party in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at good faith) on any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement-Prospectus, such party /Prospectus or the Registration Statement prior to the filing thereof with the SEC. The Company and Parent shall promptly inform cause the other thereof and take appropriate action in respect thereofJoint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of Parent and the Company will use shall notify the other promptly upon the receipt of any comments from the SEC or its reasonable efforts staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to cause the Registration Statement, the Joint Proxy Statement-/Prospectus or any filing pursuant to be mailed this Section 6.6(a) or for additional information and shall supply the other with copies of all correspondence between such Party or any of its Representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to its stockholders at the earliest practicable dateRegistration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.6(b). Each of Parent and the Company shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.6(a) to comply as to form and substance as to such Party in all material respects with all applicable Laws.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following the date of this Agreement, (a) Parent and the Company shall, in consultation with shall each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect use their reasonable best efforts to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall jointly prepare and file with the SEC the Joint Proxy Statement/Prospectus and the Registration Statement within fifteen (15) Business Days following the Execution Date. Each of Parent and the Company shall provide promptly to the other such information concerning its business affairs and financial statements as, in the reasonable judgment of the providing Party or its counsel, may be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, shall cause its counsel to cooperate with the other Party's counsel in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement and shall request the cooperation of such Party's auditors in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Each of Parent and the Company shall respond to any comments of the SEC and shall use its their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable. Parent shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance of the shares practicable after such filings, and each of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning and the Company will provide the other with a reasonable opportunity to review and comment (which comments will be considered by the holders of its capital stock and shall take such other action as Parent may reasonably request Party in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at good faith) on any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or on the Joint Proxy Statement-Prospectus, such party /Prospectus or the Registration Statement prior to the filing thereof with the SEC. The Company and Parent shall promptly inform cause the other thereof and take appropriate action in respect thereofJoint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after the Registration Statement 49 is declared effective under the Securities Act. Each of Parent and the Company will use shall notify the other promptly upon the receipt of any comments from the SEC or its reasonable efforts staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to cause the Registration Statement, the Joint Proxy Statement-/Prospectus or any filing pursuant to be mailed this Section 6.5 or for additional information and shall supply the other with copies of all correspondence between such Party or any of its Representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to its stockholders at the earliest practicable dateRegistration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.5(b). Each of Parent and the Company shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.5 to comply as to form and substance as to such Party in all material respects with all applicable Laws.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, shall jointly prepare and file with the SEC mutually acceptable proxy materials which shall constitute the "JOINT PROXY STATEMENT/PROSPECTUS," and Parent shall prepare and file the S-4 with the SEC. The Joint Proxy Statement Prospectus will be included in and will constitute part of the S-4 as Parent's prospectus. The S-4 and the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Each of the parties hereto shall use commercially reasonable efforts to cause the S-4 to be declared effective under the Securities Act as promptly as practicable after the date hereof and to keep the S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Parent or Company, a joint proxy statement as the case may be, shall furnish all information concerning Parent or Company as the other party may reasonably request in connection with such actions and forms the preparation of proxy the S-4 and the Joint Proxy Statement/Prospectus. Each of Parent and Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the vote of filing of, or amendments or supplements to, the Company's stockholders with respect S-4 and/or the Joint Proxy Statement/Prospectus. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Merger Joint Proxy Statement/Prospectus and/or the S-4, Parent or Company, as the case may be, will promptly inform the other of such occurrence and this Agreement cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Parent and/or Company, such amendment or supplement. Each of Parent and Company shall cooperate and provide the votes other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and/or the S-4 prior to filing such with the SEC and shall provide each other with a copy of Parent's stockholders all such filings made with respect the SEC. As promptly as practicable after the SEC declares the S-4 effective, each of Parent and Company will cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders. Parent shall take all action required under any applicable laws in connection with the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed pursuant to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration Statement. Each of Parent and the Company shall use its reasonable efforts to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement-Prospectus, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-Prospectus to be mailed to its stockholders at the earliest practicable date.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC a preliminary proxy statement which shall constitute the Registration Joint Proxy Statement/Prospectus, together with any other documents required by the Securities Act or the Exchange Act, in connection with the Transactions. Each The Joint Proxy Statement/Prospectus shall constitute (i) the proxy statement of the Company with respect to the Company Shareholders' Meeting, (ii) the proxy statement of Parent with respect to the Parent Stockholders' Meeting and, (iii) the prospectus to be contained in the Form S-4 with respect to the issuance by (A) Dutchco of the Parent Common Shares and (B) the Continuing Corporation of the Exchangeable Shares, Units and Class B Shares in connection with the Transactions. As promptly as practicable after comments (if any) are received from the SEC thereon and after the furnishing by Parent and the Company shall use its reasonable efforts to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take any action of all information required to be taken under state securities or blue sky laws in connection with the issuance of the shares of contained therein, Parent Common Stock pursuant to this Agreement in the Merger. The and Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement-Prospectus, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-/Prospectus to be mailed to its stockholders at each of the earliest practicable date.Company's Shareholders and each of Parent's Stockholders. The Joint Proxy Statement/Prospectus shall (i) include the unanimous recommendation of the non-interested Board of Directors of the Company in favor of the Transactions, except that the Board of Directors of the Company may withdraw, modify or refrain from making such recommendation to the extent that the Board determines, in good faith, after consultation with outside legal counsel, that compliance with the Board's fiduciary duties under applicable law would require it to do so, and (ii) the unanimous recommendation of the Board of Directors of Parent in favor of the Parent Stock Issuance, except that the Board of Directors of Parent may withdraw, modify or refrain from making such recommendation to the extent that the Board determines, in good faith, after consultation with outside legal counsel, that compliance with the Board's fiduciary duties under applicable law would require it to do so. Parent shall file a A-23

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, will prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with SEC the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-/Prospectus") , and Parent, in consultation with the Company, shall Parent will prepare and file with the SEC the Registration Statement in which the Joint Proxy Statement/Prospectus is to be included as a prospectus. Parent and the Company will provide each other with any information with respect to it and the holders of its capital stock which may be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, and cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation and filing of the Joint Proxy Statement/Prospectus and the Registration Statement pursuant to this Section 5.1. Each of Parent and the Company will cooperate in responding to any comments from the SEC, will use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate Merger I and the transactions contemplated hereby. Each of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Joint Proxy Statement/Prospectus. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement, Parent or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Parent and/or the Company, such amendment or supplement. Each of Parent and the Company shall use its cooperate and provide the other with a reasonable efforts opportunity to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take review and comment on any action required to be taken under state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or the and Joint Proxy Statement-Prospectus/Prospectus prior to filing such with the 52. SEC, and will provide each other with a copy of all such party shall promptly inform filings made with the other thereof and take appropriate action in respect thereofSEC. Each of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-/Prospectus to be mailed to its respective stockholders at the earliest practicable datetime after the Registration Statement is declared effective by the SEC. Each of the parties hereto shall cause the Joint Proxy Statement/Prospectus and the Registration Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of Nasdaq. Without in any way limiting or affecting the requirements of Section 5.2(b) hereof, nothing in this Agreement shall preclude either Parent or the Company from including in the Joint Proxy Statement/Prospectus or any amendment or supplement thereto any information that it reasonably determines is required to be disclosed pursuant to applicable securities laws.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, Company and Parent and the Company shallwill prepare, in consultation with each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-/Prospectus") , and Parent, in consultation with the Company, shall Parent will prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Each of Company and Parent will respond to any comments of the SEC, and will use its commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicablepracticable after such filing, and Company and Parent will cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of Company and Parent shall also use its reasonable best efforts to take will prepare and file any action other filings required to be taken filed by it under state the Exchange Act, the Securities Act or any other federal, foreign or Blue Sky or related securities laws or blue sky laws NASD or National Market System rules, regulations or bylaws in connection with order to consummate the issuance Merger and the transactions contemplated by this Agreement. Each of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and Parent will notify the holders other promptly upon the receipt of any comments from the SEC or its capital stock staff and shall take such other action as Parent may reasonably of any request in connection with by the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event SEC or circumstance relating to Parent, any Subsidiary of Parent, the Company, its staff for amendments or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement supplements to the Registration Statement or the Joint Proxy Statement-Prospectus, /Prospectus and will supply the other with copies of all correspondence between such party shall promptly inform or any of its Representatives, on the one hand, and the SEC or its staff, on the other thereof and take appropriate action in hand, with respect thereof. Each of Parent and to the Company will use its reasonable efforts to cause Registration Statement, the Joint Proxy Statement-/Prospectus or the Merger. Each of Company and Parent will cause all documents that it is responsible for filing with the SEC under this Section 6.01 to be mailed comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Notwithstanding any other provision of this Agreement, nothing herein shall require Parent to its stockholders at qualify to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process under any applicable state securities laws in connection with the earliest practicable dateissuance of Parent Common Stock in the Merger.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the date execution of this Agreement, Parent Rio and the Company shall, in consultation with each otherHarrah's shall cooperate, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement Joint Proxy Statexxxx/Xxxspectus and the votes of ParentRegistration Statement in which the Joint Proxy Statement/Prospectus will be included as a prospectus, PROVIDED that Harrah's stockholders with respect to may delay the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part filing of the Registration Statement until approval of the Jxxxx Xxxxy Statement), together with any supplements thereto, in /Prospectus by the form mailed to SEC. Rio and Harrah's will cause the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") /Prospectus and Parent, the Registratixx Xxxxxment to comply as to form in consultation all material respects with the Companyapplicable provisions of the Securities Act, shall prepare the Exchange Act and file with the SEC the Registration Statementrules and regulations thereunder. Each of Parent Harrah's and the Company Rio shall use its all reasonable efforts to have or cause the Xxxxx Proxy Statement/Prospectus to be cleared by the SEC and to cause the Registration Statement declared to become effective as promptly as practicable. Parent shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with Without limiting the issuance generality of the shares foregoing, each of Parent Common Stock pursuant to this Agreement Rio and Harrah's shall, and shall cause its respective representatives to, fully cooperate wxxx xxx other party and its respective representatives in the Merger. The Company shall preparation of the Joint Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish Parent the other party with all information concerning it and its affiliates, directors, officers and stockholders as the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement Statement. The Joint Proxy Statement/Prospectus with respect to the Merger shall include the determination and recommendation of the Board of Directors of Rio and the Board of Directors of Harrah's that their respective shareholders vote in favor of the approval and adoxxxxx xx this Agreement and the Merger. Rio and Harrah's shall use reasonable efforts to take all actions required under any apxxxxxxxx federal or state securities or Blue Sky Laws in connection with the issuance of shares of Parent Harrah's Common Stock. If at any time prior Stock pursuant to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement Merger. As promptly as practicable after xxx Xxxistration Statement with respect to the Registration Statement or the Joint Proxy Statement-ProspectusMerger shall have become effective, such party Rio and Harrah's shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-/Prospectus with respect to the Xxxxxx to be mailed to its stockholders at the earliest practicable datetheir respective stockholders.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following None of the date information supplied by the Company or its Subsidiaries to be included or incorporated by reference in the joint proxy statement/prospectus to be sent to the stockholders of this Agreement, Parent Acquiror and the Company shall, in consultation with each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote meeting of the Company's stockholders with respect (the "Company ------- Stockholder Meeting") and the meeting of Acquiror's stockholders (the "Acquiror ------------------- -------- Stockholder Meeting") to consider the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy ------------------- ----------- Statement-/Prospectus") and Parentor any amendment thereof or supplement thereto, in consultation will, on -------------------- the date it becomes effective with the CompanySEC, shall prepare and file with at the SEC the Registration Statement. Each of Parent and the Company shall use its reasonable efforts to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance time of the shares mailing of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement-Prospectus/Prospectus or any amendment or supplement, such party shall promptly inform at the other thereof and take appropriate action in respect thereof. Each time of Parent the Company Stockholder Meeting and the Acquiror Stockholder Meeting and at the Effective Time, 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 statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder; provided, however, that the Company will use its reasonable efforts makes no representations with respect to cause any information supplied or to be supplied by the Acquiror for inclusion or incorporation by reference from Acquiror SEC Filings in the Joint Proxy Statement-/Prospectus or any amendment thereof or supplement thereto. None of the information supplied by the Company or its Subsidiaries to be mailed included or incorporated by reference from Company SEC filings in the registration statement on Form S-4 pursuant to its stockholders which shares of Acquiror Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement"), of which the Joint Proxy Statement/Prospectus will form a part, will, at the earliest practicable datetime the Registration ------------ Statement is declared effective by the SEC, 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 statements therein, in light of the circumstances under which they are made, not misleading.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC a preliminary proxy statement which shall constitute the Registration Joint Proxy Statement/Prospectus, together with any other documents required by the Securities Act or the Exchange Act, in connection with the Transactions. Each The Joint Proxy Statement/Prospectus shall constitute (i) the proxy statement of the Company with respect to the Company Shareholders' Meeting, (ii) the proxy statement of Parent with respect to the Parent Stockholders' Meeting and, (iii) the prospectus to be contained in the Form S-4 with respect to the issuance by (A) Dutchco of the Parent Common Shares and (B) the Continuing Corporation of the Exchangeable Shares, Units and Class B Shares in connection with the Transactions. As promptly as practicable after comments (if any) are received from the SEC thereon and after the furnishing by Parent and the Company of all information required to be contained therein, Parent and Company shall cause the Joint Proxy Statement/Prospectus to be mailed to each of the Company's Shareholders and each of Parent's Stockholders. The Joint Proxy Statement/Prospectus shall (i) include the unanimous recommendation of the non-interested Board of Directors of the Company in favor of the Transactions, except that the Board of Directors of the Company may withdraw, modify or refrain from making such recommendation to the extent that the Board determines, in good faith, after consultation with outside legal counsel, that compliance with the Board's fiduciary duties under applicable law would require it to do so, and (ii) the unanimous recommendation of the Board of Directors of Parent in favor of the Parent Stock Issuance, except that the Board of Directors of Parent may withdraw, modify or refrain from making such recommendation to the extent that the Board determines, in good faith, after consultation with outside legal counsel, that compliance with the Board's fiduciary duties under applicable law would require it to do so. Parent shall file a registration statement on Form S-3 (the "FORM S-3") in order to register the Parent Common Shares to be issued from time to time after the Effective Time upon exchange of the Exchangeable Shares and shall use its reasonable best efforts to maintain the effectiveness of such registration for such period as such Exchangeable Shares remain outstanding, and Parent and the Company shall use its all reasonable efforts to have cause the Registration Statement declared Form S-3 to become effective as promptly as practicableprior to the Effective Time. Notwithstanding anything herein to the contrary, Parent shall also use be under no obligation to file the Form S-3 if it shall have determined on the advice of its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance of counsel that the shares of Parent Common Stock pursuant to this Agreement in be issued upon exchange of the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to Exchangeable Shares after the Effective Time any event or circumstance relating to Parent, any Subsidiary will be exempt from the registration requirements of Parent, Section 5 of the Company, or their respective officers or directors, should be discovered Securities Act by such party which should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement-Prospectus, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each virtue of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-Prospectus to be mailed to its stockholders at the earliest practicable date.Section 3(a)(9)

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, will prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with SEC the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-/Prospectus") , and Parent, in consultation with the Company, shall Parent will prepare and file with the SEC the Registration Statement in which the Joint Proxy Statement/Prospectus is to be included as a prospectus. Parent and the Company will provide each other with any information with respect to it and the holders of its capital stock which may be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, and cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation and filing of the Joint Proxy Statement/Prospectus and the Registration Statement pursuant to this Section 5.1. Each of Parent and the Company will cooperate in responding to any comments from the SEC, will use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate Merger I and the transactions contemplated hereby. Each of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Joint Proxy Statement/Prospectus. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement, Parent or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Parent and/or the Company, such amendment or supplement. Each of Parent and the Company shall use its cooperate and provide the other with a reasonable efforts opportunity to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take review and comment on any action required to be taken under state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or the and Joint Proxy Statement-Prospectus/Prospectus prior to filing such with the SEC, and will provide each other with a copy of all such party shall promptly inform filings made with the other thereof and take appropriate action in respect thereofSEC. Each of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-/Prospectus to be mailed to its respective stockholders at the earliest practicable datetime after the Registration Statement is declared effective by the SEC. Each of the parties hereto shall cause the Joint Proxy Statement/Prospectus and the Registration Statement to comply as to form and substance as to such party in all material respects with the applicable Table of Contents requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of Nasdaq. Without in any way limiting or affecting the requirements of Section 5.2(b) hereof, nothing in this Agreement shall preclude either Parent or the Company from including in the Joint Proxy Statement/Prospectus or any amendment or supplement thereto any information that it reasonably determines is required to be disclosed pursuant to applicable securities laws.