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

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable after the execution of this Agreement, GT will prepare, with cooperation of the Company, and file with the SEC, the Proxy Statement and GT will prepare and file with the SEC the Registration Statement in which the Proxy Statement will be included as a prospectus. Each of the Company and GT will respond to any comments of the SEC, will use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and will cause the Proxy Statement to be mailed to its respective shareholders at the earliest practicable time. As promptly as practicable after the date of this Agreement, the Company and GT will prepare and file any other filings required under the Exchange Act, the Securities Act or any other Federal, foreign or Blue Sky laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Company and GT will notify the other promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any Other Filing or for additional information and will 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 Proxy Statement, the Merger or any Other Filing. The Proxy Statement, the Registration Statement and the Other Filings will comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any Other Filing, the Company or GT, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to shareholders of the Company and GT, such amendment or supplement. The Joint Proxy Statement/Prospectus shall include the unanimous recommendation of the Boards of Directors of the Company and GT in favor of the approval and adoption of this Agreement and the approval of the Merger, subject to Section 4.2(b) and the last sentence of Section 5.2 and Section 5.3.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable after the execution of this Agreement, GT will prepare, with cooperation of the Company, Parties shall prepare and shall file with the SEC, SEC the Proxy Statement Statement, and GT will the Parties shall prepare and the Company shall file with the SEC the Registration Statement Statement, in which the Proxy Statement will be included as a prospectus, provided that the Parties may mutually delay the filing of the Proxy Statement until approval of the Registration Statement by the SEC. Each of Party shall use reasonable efforts to cause the Company and GT Registration Statement to become effective as soon after such filing as practicable. Each Party will respond to any comments of the SEC, SEC and will use its respective reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing filings and each Party will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its respective shareholders stockholders at the earliest practicable time. As promptly as practicable time after both the date of this Agreement, Proxy Statement is cleared by the Company SEC and GT will prepare and file any other filings required the Registration Statement is declared effective under the Exchange Securities Act, the Securities Act or any other Federal, foreign or Blue Sky laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Company and GT Party will notify the other promptly upon the receipt of any comments from the SEC or its staff any other Governmental Entity and of any request by the SEC or its staff or any other government officials Governmental Entity for amendments or supplements to the Registration Statement, the Proxy Statement or any Other Filing filing pursuant to Section 6.4 or for additional information and will supply the other with copies of all correspondence between such party Party or any of its representatives, on the one hand, and the SEC, or its staff SEC or any other government officialsGovernmental Entity, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any Other Filingfiling pursuant to Section 6.4. The Proxy Statement, Each Party will cause all documents that it is responsible for filing with the Registration Statement and the Other Filings will SEC or other Governmental Entity under this Section 6.1 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any Other Filingfiling pursuant to Section 6.4, the Company or GT, as the case may be, each Party will promptly inform the other Other Party of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsGovernmental Entity, and/or mailing to shareholders stockholders of the Company and GTParties, such amendment or supplement. The Joint Neither Party shall file with, or submit to, the SEC the Proxy Statement/Prospectus shall include , the unanimous recommendation Registration Statement or any amendment or supplement to either thereof, or any supplemental material, without obtaining the prior written consent of the Boards of Directors of the Company and GT in favor of the approval and adoption of this Agreement and the approval of the Mergerother Party to such filing or submission, subject to Section 4.2(b) and the last sentence of Section 5.2 and Section 5.3which consent shall not be unreasonably withheld or delayed.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this Agreement, GT will prepareAcquiror and the Company shall jointly prepare the Registration Statement, with cooperation of which shall include the CompanyJoint Proxy Statement/Prospectus, and Acquiror shall file the Registration Statement with the SEC, the Proxy Statement and GT will prepare and file with the SEC the Registration Statement in which the Proxy Statement will be included as a prospectus. Each of the Company and GT will Acquiror shall respond to any comments of the SEC, will SEC and shall use its respective commercially reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and will Acquiror and the Company shall cause the Joint Proxy Statement Statement/Prospectus to be mailed to its their respective shareholders securityholders at the earliest practicable time. As promptly as practicable time after the date of this Agreement, the Company and GT will prepare and file any other filings required Registration Statement is declared effective under the Exchange Securities Act. The Company shall cooperate with, and use all reasonable efforts to assist, Acquiror in its efforts to have the Registration Statement declared effective under the Securities Act or any other Federal, foreign or Blue Sky laws relating to as promptly as practical after the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Company and GT will notify the other promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any Other Filing or for additional information and will supply the other filing therewith 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 Proxy Statement, the Merger or any Other Filing. The Proxy Statement, the Registration Statement and the Other Filings will comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which with respect to Acquiror or the Company that is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any Other Filingfiling pursuant to Section 7.4(b), Acquiror or the Company or GTCompany, as the case may be, will shall promptly inform the other such party of such occurrence and cooperate in filing or assisting in filing with the SEC or its staff or any other Governmental Authority or government officials, and/or or mailing or assisting in preparing and mailing to shareholders securityholders of Acquiror and the Company and GTCompany, such amendment or supplement. The Joint Proxy Statement/Prospectus shall include the unanimous recommendation of the Boards of Directors of the Company and GT in favor of the approval and adoption of this Agreement and the approval of the Merger, subject to Section 4.2(b) and the last sentence of Section 5.2 and Section 5.3.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, GT will prepare, with cooperation of the Company, Parent and file with the SEC, the Proxy Statement and GT will Company shall jointly prepare and shall file with the SEC a document or documents that will constitute (i) the Registration Statement prospectus forming part of the registration statement on the S-4 and (ii) the Joint Proxy Statement/Prospectus. Each of the parties hereto shall use all reasonable efforts to cause the S-4 to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the S-4, the parties hereto shall take all action required under any applicable Laws in which connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Each of Parent and Company shall provide promptly to the other said 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 Proxy Statement will be included as a prospectusStatement/Prospectus and the S-4, 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 Proxy Statement/Prospectus and the S-4. Each of the Company and GT Parent will respond to any comments of the SEC, and will use its respective reasonable best efforts to have the Registration Statement S-4 declared effective under the Securities Act as promptly as practicable after such filing filing, and will cause the Proxy Statement Statement/Prospectus to be mailed to its respective shareholders at stockholders and shareholders, as promptly as practicable after the earliest practicable timeeffective date of the S-4. As promptly as practicable after the date of this the Agreement, the each of Company and GT Parent will prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act Act, or any other Federalfederal, foreign or Blue Sky or related laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Company and GT Parent will notify the other promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration StatementS-4, the Joint Proxy Statement Statement/Prospectus or any Other Filing Filing, or for any additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, SEC or its staff or any other government officials, on the other hand, with respect to the Registration StatementS-4, the Joint Proxy Statement/Prospectus, the Merger or any Other Filing. The Proxy Statement, Each of Company and Parent will cause all documents that it is responsible for filing with the Registration Statement and the Other Filings will SEC or other regulatory authorities under this Section 5.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement S-4 or any Other Filing, the Company or GT, Parent as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to shareholders of the Company Company, and GTstockholders of Parent, such amendment or supplement. The Joint Proxy Statement/Prospectus shall include the unanimous recommendation of the Boards of Directors of the Company and GT in favor of the approval and adoption of this Agreement and the approval of the Merger, subject to Section 4.2(b) and the last sentence of Section 5.2 and Section 5.3.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, GT will prepare, with cooperation of the Company, Parent and file with the SEC, the Proxy Statement and GT will Company shall jointly prepare and shall file with the SEC a document or documents that will constitute (i) the Registration Statement in which prospectus forming part of the registration statement on the S-4 and (ii) the Joint Proxy Statement will be included as a prospectusStatement/Prospectus. Each of the Company and GT will respond to any comments of the SEC, will parties hereto shall use its respective all reasonable best efforts to have cause the Registration Statement declared S-4 to become effective under the Securities Act as promptly as practicable after the date hereof, and, prior to the effective date of the S-4, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Parent or Company, as the case may be, shall furnish all information concerning Parent or Company as the other party may reasonably request in connection with such filing actions and will cause the preparation of the S-4 and the Joint Proxy Statement to be mailed to its respective shareholders at the earliest practicable timeStatement/Prospectus. As promptly as practicable after the effective date of this Agreementthe S-4, the Joint Proxy Statement/Prospectus shall be mailed to the stockholders of Company and GT will prepare and file any other filings required under the Exchange Act, the Securities Act or any other Federal, foreign or Blue Sky laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings")of Parent. Each of the Company parties hereto shall cause the Joint Proxy Statement/Prospectus to comply as to form and GT will notify the other promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements substance to the Registration Statement, the Proxy Statement or any Other Filing or for additional information and will 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 Proxy Statement, the Merger or any Other Filing. The Proxy Statement, the Registration Statement and the Other Filings will comply in all material respects with all the applicable requirements of law (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations promulgated thereunderof the Nasdaq. Whenever If at any time prior to the Effective Time, any event occurs which is required relating to be set forth in an amendment Parent or supplement to the Proxy Statement, the Registration Statement Company or any Other Filingof their respective affiliates, the Company officers or GTdirectors should be discovered by Parent or Company, as the case may be, will promptly inform which should be set forth in an amendment to the other of such occurrence and cooperate in filing with S-4 or a supplement to the SEC or its staff or any other government officials, and/or mailing to shareholders of the Company and GT, such amendment or supplement. The Joint Proxy Statement/Prospectus Prospectus, Parent or Company, as the case may be, shall include promptly inform the unanimous recommendation of the Boards of Directors of the Company and GT in favor of the approval and adoption of this Agreement and the approval of the Merger, subject to Section 4.2(b) and the last sentence of Section 5.2 and Section 5.3other.

Joint Proxy Statement/Prospectus; Registration Statement. (i) As promptly as practicable after the execution of this Agreement, GT will preparethe Parent, in cooperation with cooperation of the Company, and file with the SEC, the Proxy Statement and GT will shall prepare and file with the SEC the Registration Statement Statement, in which the Joint Proxy Statement will Statement/Prospectus shall be included as a prospectus. Each of the Parent and the Company and GT will shall respond to any comments of the SEC, will SEC and shall use its respective commercially reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing filings, and will the Company shall cause the Joint Proxy Statement Statement/Prospectus to be mailed to its respective shareholders stockholders at the earliest practicable time. As promptly as practicable time after the date of this Agreement, the Company and GT will prepare and file any other filings required Registration Statement is declared effective under the Exchange Securities Act, the Securities Act or any other Federal, foreign or Blue Sky laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Parent and the Company and GT will 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 Statement/Prospectus or any Other Filing filing pursuant to Section 6.3(b) or for additional information and will 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 Merger or any Other Filingfiling pursuant to Section 6.3(b). The Proxy Statement, Each of the Registration Statement Parent and the Other Filings will Company shall use its commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.3 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any Other Filingfiling pursuant to Section 6.3(b), the Company Parent or GTthe Company, as the case may be, will shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to shareholders stockholders of the Company and GTCompany, such amendment or supplement. The Joint Proxy Statement/Prospectus shall include the unanimous recommendation of the Boards of Directors of the Company and GT in favor of the approval and adoption of this Agreement and the approval of the Merger, subject to Section 4.2(b) and the last sentence of Section 5.2 and Section 5.3.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, GT will preparethe Buyer, in cooperation with cooperation of the Company, and file with the SEC, the Proxy Statement and GT will shall prepare and file with the SEC the Registration Statement Statement, in which the Joint Proxy Statement will Statement/Prospectus shall be included as a prospectus. Each of the Buyer and the Company and GT will shall respond to any comments of the SEC, will SEC and shall use its respective all commercially reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing filings, and will the Buyer and the Company shall cause the Joint Proxy Statement Statement/Prospectus to be mailed to its their respective shareholders or stockholders, as the case may be, at the earliest practicable time. As promptly as practicable time after the date of this Agreement, the Company and GT will prepare and file any other filings required Registration Statement is declared effective under the Exchange Securities Act, the Securities Act or any other Federal, foreign or Blue Sky laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Buyer and the Company and GT will 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 Statement/Prospectus or any Other Filing filing pursuant to Section 6.2(b) or for additional information and will 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 Merger or any Other Filingfiling pursuant to Section 6.2(b). The Proxy Statement, Each of the Registration Statement Buyer and the Other Filings will 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 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any Other Filingfiling pursuant to Section 6.2(b), the Company Buyer or GTthe Company, as the case may be, will shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to shareholders of the Company and GTCompany, such amendment or supplement. The Joint Proxy Statement/Prospectus shall include the unanimous recommendation of the Boards of Directors of the Company and GT in favor of the approval and adoption of this Agreement and the approval of the Merger, subject to Section 4.2(b) and the last sentence of Section 5.2 and Section 5.3.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, GT will prepare, with cooperation of the Company, Buyer and file with the SEC, the Proxy Statement and GT will Company shall jointly prepare and the Buyer shall file with the SEC the Registration Statement Statement, in which the Joint Proxy Statement will Statement/Prospectus shall be included as a prospectus. Each of the Buyer and the Company and GT will shall respond to any comments of the SEC, will SEC and shall use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing filings, and will the Buyer and the Company shall cause the Joint Proxy Statement Statement/Prospectus to be mailed to its their respective shareholders stockholders at the earliest practicable time. As promptly as practicable time after the date of this Agreement, the Company and GT will prepare and file any other filings required Registration Statement is declared effective under the Exchange Securities Act, the Securities Act or any other Federal, foreign or Blue Sky laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Buyer and the Company and GT will 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 Statement/Prospectus or any Other Filing filing pursuant to Section 6.2(b) or for additional information and will 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 Merger or any Other Filingfiling pursuant to Section 6.2(b). The Proxy Statement, Each of the Registration Statement Buyer and the Other Filings will Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any Other Filingfiling pursuant to Section 6.2(b), the Company Buyer or GTthe Company, as the case may be, will shall promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to shareholders stockholders of the Company and GTCompany, such amendment or supplement. The Joint Proxy Statement/Prospectus shall include the unanimous recommendation of the Boards of Directors of the Company and GT in favor of the approval and adoption of this Agreement and the approval of the Merger, subject to Section 4.2(b) and the last sentence of Section 5.2 and Section 5.3.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable after the execution of this Agreement, GT the Company and Parent will prepare, with cooperation of prepare a Joint Proxy Statement/Prospectus (the Company"Proxy Statement"), and file with the SEC, the Proxy Statement and GT Parent will prepare and file with the SEC Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 (the "Registration Statement") in which the Proxy Statement will be included as a prospectus. Each of the Company and GT Parent will respond to any comments of the SEC, ; the Company will cooperate with Parent in responding to any such comments; each of the Company and Parent will use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "Securities Act"), as promptly as practicable after such filing its filing, and the Company and Parent will cause the Proxy Statement to be mailed to its their respective shareholders at the earliest practicable timetime after the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of the Company and GT Parent will prepare and file any other filings required to be filed by it under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), the Securities Act or any other Federalfederal, foreign or Blue Sky blue sky or related laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Company and GT Parent will 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 Proxy Statement or any Other Filing or for additional information and will 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 Proxy Statement, the Merger or any Other Filing. The Proxy Statement, Each of the Registration Statement Company and Parent will cause all documents that it is responsible for filing with the Other Filings will SEC or other regulatory authorities under this Section 1.5(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder, including (i) the Exchange Act, (ii) the Securities Act, and (iii) the requirements of the Israeli Companies Law. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any Other Filing, the Company or GTParent, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to shareholders of the Company and GTshareholders of Parent, such amendment or supplement. The Joint Proxy Statement/Prospectus shall include the unanimous recommendation of the Boards of Directors of the Company and GT in favor of the approval and adoption of this Agreement and the approval of the Merger, subject to Section 4.2(b) and the last sentence of Section 5.2 and Section 5.3.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable after the execution of this Agreement, GT the Company and Parent will prepare, with cooperation of prepare a Joint Proxy Statement/Prospectus (the Company"Proxy Statement"), and file with the SEC, the Proxy Statement and GT Parent will prepare and file with the SEC Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 (the "Registration Statement") in which the Proxy Statement will be included as a prospectus. Each of the Company and GT Parent will respond to any comments of the SEC, ; the Company will cooperate with Parent in responding to any such comments; each of the Company and Parent will use its respective reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "1933 Act"), as promptly as practicable after such filing its filing, and the Company and Parent will cause the Proxy Statement to be mailed to its their respective shareholders stockholders at the earliest practicable timetime after the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of the Company and GT Parent will prepare and file any other filings required to be filed by it under the Securities Exchange ActAct of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the Securities "1934 Act"), the 1933 Act or any other Federalfederal, foreign or Blue Sky blue sky or related laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Company and GT Parent will 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 Proxy Statement or any Other Filing or for additional information and will 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 Proxy Statement, the Merger or any Other Filing. The Proxy Statement, Each of the Registration Statement Company and Parent will cause all documents that it is responsible for filing with the Other Filings will SEC or other regulatory authorities under this Section 1.4(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any Other Filing, the Company or GTParent, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to shareholders stockholders of the Company and GTstockholders of Parent, such amendment or supplement. The Joint Proxy Statement/Prospectus shall include the unanimous recommendation of the Boards of Directors of the Company and GT in favor of the approval and adoption of this Agreement and the approval of the Merger, subject to Section 4.2(b) and the last sentence of Section 5.2 and Section 5.3.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, GT will preparethe Buyer and the Company shall prepare and the Company shall file with the SEC the Joint Proxy Statement/Prospectus, and the Buyer, in cooperation with cooperation of the Company, and file with the SEC, the Proxy Statement and GT will shall prepare and file with the SEC the Registration Statement Statement, in which the Joint Proxy Statement will Statement/Prospectus shall be included as a prospectus. Each of the Buyer and the Company and GT will shall respond to any comments of the SEC, will SEC and shall use its respective reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing filings, and will the Company shall cause the Joint Proxy Statement Statement/Prospectus to be mailed to its respective shareholders stockholders at the earliest -39- 47 practicable time. As promptly as practicable time after both the date of this Agreement, Joint Proxy Statement/Prospectus is cleared by the Company SEC and GT will prepare and file any other filings required the Registration Statement is declared effective under the Exchange Securities Act, the Securities Act or any other Federal, foreign or Blue Sky laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Buyer and the Company and GT will 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 Statement/Prospectus or any Other Filing filing pursuant to Section 6.2(b) or for additional information and will 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 Merger or any Other Filingfiling pursuant to Section 6.2(b). The Proxy Statement, Each of the Registration Statement Buyer and the Other Filings will Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any Other Filingfiling pursuant to Section 6.2(b), the Company Buyer or GTthe Company, as the case may be, will shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to shareholders stockholders of the Company and GTCompany, of such amendment or supplement. The Joint Proxy Statement/Prospectus shall include the unanimous recommendation of the Boards of Directors of the Company and GT in favor of the approval and adoption of this Agreement and the approval of the Merger, subject to Section 4.2(b) and the last sentence of Section 5.2 and Section 5.3.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, GT will prepare, with cooperation of the Company, Parent and file with the SEC, the Proxy Statement and GT will Company shall jointly prepare and shall file with the SEC a document or documents that will constitute (i) the Registration Statement in which prospectus forming part of the registration statement on the S-4 and (ii) the Joint Proxy Statement will be included as a prospectusStatement/ Prospectus. Each of the Company and GT will respond to any comments of the SEC, will parties hereto shall use its respective all reasonable best efforts to have cause the Registration Statement declared S-4 to become effective under the Securities Act as promptly as practicable after the date hereof, and, prior to the effective date of the S-4, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Parent or Company, as the case may be, shall furnish all information concerning Parent or Company as the other party may reasonably request in connection with such filing actions and will cause the preparation of the S-4 and the Joint Proxy Statement to be mailed to its respective shareholders at the earliest practicable timeStatement/Prospectus. As promptly as practicable after the effective date of this Agreementthe S-4, the Joint Proxy Statement/Prospectus shall be mailed to the stockholders of Company and GT will prepare and file any other filings required under the Exchange Act, the Securities Act or any other Federal, foreign or Blue Sky laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings")of Parent. Each of the Company parties hereto shall cause the Joint Proxy Statement/ Prospectus to comply as to form and GT will notify the other promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements substance to the Registration Statement, the Proxy Statement or any Other Filing or for additional information and will 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 Proxy Statement, the Merger or any Other Filing. The Proxy Statement, the Registration Statement and the Other Filings will comply in all material respects with all the applicable requirements of law (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations promulgated thereunderof the Nasdaq. Whenever If at any time prior to the Effective Time, any event occurs which is required relating to be set forth in an amendment Parent or supplement to the Proxy Statement, the Registration Statement Company or any Other Filingof their respective affiliates, the Company officers or GTdirectors should be discovered by Parent or Company, as the case may be, will which should be set forth in an amendment to the S-4 or a supplement to the Joint Proxy Statement/ Prospectus, Parent or Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to shareholders of the Company and GT, such amendment or supplement. The Joint Proxy Statement/Prospectus shall include the unanimous recommendation of the Boards of Directors of the Company and GT in favor of the approval and adoption of this Agreement and the approval of the Merger, subject to Section 4.2(b) and the last sentence of Section 5.2 and Section 5.3other.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable after the execution of this Agreementdate hereof, GT will prepare, with cooperation GenVec and Diacrin shall cooperate in the preparation of the Company, Joint Proxy Statement/Prospectus to be mailed to the stockholders of Diacrin and file GenVec in connection with the SEC, Merger and the Proxy Statement transactions contemplated thereby and GT will prepare and file with the SEC to be filed by GenVec as part of the Registration Statement in which the Proxy Statement will be included as a prospectusStatement. Each of the Company GenVec and GT will Diacrin shall promptly respond to any comments of the SEC, will use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and will cause the Proxy Statement to be mailed to its respective shareholders at the earliest practicable time. As promptly as practicable after the date of this Agreement, the Company and GT will prepare and file any other filings required under the Exchange Act, the Securities Act or any other Federal, foreign or Blue Sky laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Company GenVec and GT will notify the other promptly upon the receipt of any comments from Diacrin shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements regulatory authorities under this Section 4.2 (a) to the Registration Statement, the Proxy Statement or any Other Filing or for additional information and will 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 Proxy Statement, the Merger or any Other Filing. The Proxy Statement, the Registration Statement and the Other Filings will comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunderthereunder and (b) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. 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 Statement, GenVec or any Other Filing, the Company or GTDiacrin, as the case may be, will shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other Governmental Entity or government officials, and/or mailing to shareholders stockholders of the Company GenVec and GTDiacrin, such amendment or supplement. The GenVec will advise Diacrin, promptly after it receives notice thereof, of the time when the Registration Statement or any post–effective amendment thereto has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of qualification of the GenVec Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. GenVec and Diacrin shall 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 under the Securities Act. GenVec shall include take all actions necessary to register or qualify the unanimous recommendation shares of GenVec Common Stock to be issued in the Boards Merger pursuant to all applicable state “blue sky” or securities laws and shall maintain such registrations or qualifications in effect for all purposes hereof. Prior to the Effective Date, GenVec shall, if required by the rules of Directors The Nasdaq Stock Market, file with The Nasdaq Stock Market a Notification Form: Listing of Additional Shares with respect to the Company and GT shares of GenVec Common Stock issuable in favor connection with the Merger or upon exercise of the approval and adoption of this Agreement and the approval of the Merger, subject to Section 4.2(b) and the last sentence of Section 5.2 and Section 5.3Diacrin stock options.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, GT will preparethe Buyer and the Company shall prepare and the Company shall file with the SEC the Joint Proxy Statement/Prospectus, and the Buyer, in cooperation with cooperation of the Company, and file with the SEC, the Proxy Statement and GT will shall prepare and file with the SEC the Registration Statement Statement, in which the Joint Proxy Statement will Statement/Prospectus shall be included as a prospectus. Each of the Buyer and the Company and GT will shall respond to any comments of the SEC, will SEC and shall use its respective reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing filings, and will the Company shall cause the Joint Proxy Statement Statement/Prospectus to be mailed to its respective shareholders stockholders at the earliest practicable time. As promptly as practicable time after both the date of this Agreement, Joint Proxy Statement/Prospectus is cleared by the Company SEC and GT will prepare and file any other filings required the Registration Statement is declared effective under the Exchange Securities Act, the Securities Act or any other Federal, foreign or Blue Sky laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Buyer and the Company and GT will 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 Statement/Prospectus or any Other Filing filing pursuant to Section 6.2(b) or for additional information and will 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 Merger or any Other Filingfiling pursuant to Section 6.2(b). The Proxy Statement, Each of the Registration Statement Buyer and the Other Filings will Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any Other Filingfiling pursuant to Section 6.2(b), the Company Buyer or GTthe Company, as the case may be, will shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to shareholders stockholders of the Company and GTCompany, of such amendment or supplement. The Joint Proxy Statement/Prospectus shall include the unanimous recommendation of the Boards of Directors of the Company and GT in favor of the approval and adoption of this Agreement and the approval of the Merger, subject to Section 4.2(b) and the last sentence of Section 5.2 and Section 5.3.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, GT will preparethe Buyer, in cooperation with cooperation of the Company, and file with the SEC, the Proxy Statement and GT will shall prepare and file with the SEC the Registration Statement Statement, in which the Joint Proxy Statement will Statement/Prospectus shall be included as a prospectus. Each of the Buyer and the Company and GT will shall respond to any comments of the SEC, will SEC and shall use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing filings, and will the Buyer and the Company shall cause the Joint Proxy Statement Statement/Prospectus to be mailed to its their respective shareholders stockholders at the earliest practicable time. As promptly as practicable time after the date of this Agreement, the Company and GT will prepare and file any other filings required Registration Statement is declared effective under the Exchange Securities Act, the Securities Act or any other Federal, foreign or Blue Sky laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Buyer and the Company and GT will 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 Statement/Prospectus or any Other Filing filing pursuant to Section 6.2(b) or for additional information and will 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 Merger or any Other Filingfiling pursuant to Section 6.2(b). The Proxy Statement, Each of the Registration Statement Buyer and the Other Filings will Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any Other Filingfiling pursuant to Section 6.2(b), the Company Buyer or GTthe Company, as the case may be, will shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to shareholders stockholders of the Company and GTCompany, such amendment or supplement. The Joint Proxy Statement/Prospectus shall include the unanimous recommendation of the Boards of Directors of the Company and GT in favor of the approval and adoption of this Agreement and the approval of the Merger, subject to Section 4.2(b) and the last sentence of Section 5.2 and Section 5.3.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, GT will preparethe Parent, in cooperation with cooperation of the Company, and file with the SEC, the Proxy Statement and GT will shall prepare and file with the SEC the Registration Statement Statement, in which the Joint Proxy Statement will Statement/Prospectus shall be included as a prospectus. Each of the Parent and the Company and GT will shall respond to any comments of the SEC, will SEC and shall use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing filings, and will the Parent and the Company shall cause the Joint Proxy Statement Statement/Prospectus to be mailed to its their respective shareholders stockholders at the earliest practicable time. As promptly as practicable time after the date of this Agreement, the Company and GT will prepare and file any other filings required Registration Statement is declared effective under the Exchange Securities Act, the Securities Act or any other Federal, foreign or Blue Sky laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Parent and the Company and GT will 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 Statement/Prospectus or any Other Filing filing pursuant to Section 6.2(b) or for additional information and will 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 Merger or any Other Filingfiling pursuant to Section 6.2(b). The Proxy Statement, Each of the Registration Statement Parent and the Other Filings will Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any Other Filingfiling pursuant to Section 6.2(b), the Company Parent or GTthe Company, as the case may be, will shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to shareholders stockholders of the Company and GTCompany, such amendment or supplement. The Joint Proxy Statement/Prospectus shall include the unanimous recommendation of the Boards of Directors of the Company and GT in favor of the approval and adoption of this Agreement and the approval of the Merger, subject to Section 4.2(b) and the last sentence of Section 5.2 and Section 5.3.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, GT will Xxxxxx and Galileo shall cooperate to and promptly prepare, with cooperation of the Company, and cause New Parent to file with the SEC, the Proxy Statement and GT will prepare and file with the SEC the Registration Statement Statement, in which the Joint Proxy Statement Statement/Prospectus will be included as a prospectus. Each of the Company Xxxxxx and GT will respond Galileo shall jointly prepare responses by New Parent to any comments of the SECSEC and New Parent, will Xxxxxx and Galileo shall each use its respective their reasonable best efforts efforts, and Xxxxxx and Galileo shall each cooperate with New Parent, to have cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing filing, and will Xxxxxx and Galileo shall use reasonable best efforts to cause the Joint Proxy Statement Statement/Prospectus to be mailed to its their respective shareholders at the earliest practicable time. As promptly as practicable time after the date of this Agreement, the Company and GT will prepare and file any other filings required Registration Statement is declared effective under the Exchange Securities Act, the Securities Act or any other Federal, foreign or Blue Sky laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Company Xxxxxx and GT will Galileo 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 Statement/Prospectus or any Other Filing filing pursuant to Section 6.2(b) or for additional information and will shall as promptly as practicable following receipt 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 Merger transactions contemplated by this Agreement or any Other Filingfiling pursuant to Section 6.2(b). The Proxy Statement, Each of Xxxxxx and Galileo shall use reasonable best efforts to cause all documents that it or New Parent is responsible for filing with the Registration Statement and the Other Filings will SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event or change occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any Other Filingfiling pursuant to Section 6.2(b), the Company Xxxxxx or GTGalileo, as the case may be, will shall promptly inform the other of such occurrence and cooperate in filing (or causing New Parent to file) with the SEC or its staff or any other Governmental Entity or government officials, and/or mailing to shareholders of the Company Xxxxxx and GTGalileo, such amendment or supplement. The Joint Proxy Statement/Prospectus shall include the unanimous recommendation of the Boards of Directors of the Company and GT in favor of the approval and adoption of this Agreement and the approval of the Merger, subject to Section 4.2(b) and the last sentence of Section 5.2 and Section 5.3.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, GT will prepare, with cooperation of the Company, Acquiror and file with the SEC, the Proxy Statement and GT will Company shall jointly prepare and shall file with the SEC a document or documents that will constitute (i) the Registration Statement in which prospectus forming part of the registration statement on the S-4 and (ii) the Joint Proxy Statement will be included as a prospectusStatement/Prospectus. Each of the Company and GT will respond to any comments of the SEC, will parties hereto shall use its respective all reasonable best efforts to have cause the Registration Statement declared S-4 to become effective under the Securities Act as promptly as practicable after the date hereof, and, prior to the effective date of the S-4, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of Genesis Delaware Common Stock pursuant to the Merger. Acquiror or Company, as the case may be, shall furnish all information concerning Acquiror, Genesis Delaware, Merger Sub or Company as the other party may reasonably request in connection with such filing actions and will cause the preparation of the S-4 and the Joint Proxy Statement to be mailed to its respective shareholders at the earliest practicable timeStatement/Prospectus. As promptly as practicable after the effective date of this Agreementthe S-4, the Joint Proxy Statement/Prospectus shall be mailed to the stockholders of Company and GT will prepare and file any other filings required under the Exchange Act, the Securities Act or any other Federal, foreign or Blue Sky laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings")of Acquiror. Each of the Company parties hereto shall cause the Joint Proxy Statement/Prospectus to comply as to form and GT will notify the other promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements substance to the Registration Statement, the Proxy Statement or any Other Filing or for additional information and will 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 Proxy Statement, the Merger or any Other Filing. The Proxy Statement, the Registration Statement and the Other Filings will comply in all material respects with all the applicable requirements of law and (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations promulgated thereunderof the Nasdaq and (iv) the Companies Act (Nova Scotia). Whenever If at any time prior to the Effective Time, any event occurs which is required relating to be set forth in an amendment Acquiror or supplement to the Proxy Statement, the Registration Statement Company or any Other Filingof their respective affiliates, the Company officers or GTdirectors should be discovered by Acquiror or Company, as the case may be, will promptly inform which should be set forth in an amendment to the other of such occurrence and cooperate in filing with S-4 or a supplement to the SEC or its staff or any other government officials, and/or mailing to shareholders of the Company and GT, such amendment or supplement. The Joint Proxy Statement/Prospectus Prospectus, Acquiror or Company, as the case may be, shall include promptly inform the unanimous recommendation of the Boards of Directors of the Company and GT in favor of the approval and adoption of this Agreement and the approval of the Merger, subject to Section 4.2(b) and the last sentence of Section 5.2 and Section 5.3other.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable after the execution of this Agreementdate hereof, GT will prepare, with cooperation GenVec and Diacrin shall cooperate in the preparation of the Company, Joint Proxy Statement/Prospectus to be mailed to the stockholders of Diacrin and file GenVec in connection with the SEC, Merger and the Proxy Statement transactions contemplated thereby and GT will prepare and file with the SEC to be filed by GenVec as part of the Registration Statement in which the Proxy Statement will be included as a prospectusStatement. Each of the Company GenVec and GT will Diacrin shall promptly respond to any comments of the SEC, will use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and will cause the Proxy Statement to be mailed to its respective shareholders at the earliest practicable time. As promptly as practicable after the date of this Agreement, the Company and GT will prepare and file any other filings required under the Exchange Act, the Securities Act or any other Federal, foreign or Blue Sky laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Company GenVec and GT will notify the other promptly upon the receipt of any comments from Diacrin shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements regulatory authorities under this Section 4.2 (a) to the Registration Statement, the Proxy Statement or any Other Filing or for additional information and will 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 Proxy Statement, the Merger or any Other Filing. The Proxy Statement, the Registration Statement and the Other Filings will comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunderthereunder and (b) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. 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 Statement, GenVec or any Other Filing, the Company or GTDiacrin, as the case may be, will shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other Governmental Entity or government officials, and/or mailing to shareholders stockholders of the Company GenVec and GTDiacrin, such amendment or supplement. The GenVec will advise Diacrin, promptly after it receives notice thereof, of the time when the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of qualification of the GenVec Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. GenVec and Diacrin shall 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 under the Securities Act. GenVec shall include take all actions necessary to register or qualify the unanimous recommendation shares of GenVec Common Stock to be issued in the Boards Merger pursuant to all applicable state “blue sky” or securities laws and shall maintain such registrations or qualifications in effect for all purposes hereof. Prior to the Effective Date, GenVec shall, if required by the rules of Directors The Nasdaq Stock Market, file with The Nasdaq Stock Market a Notification Form: Listing of Additional Shares with respect to the Company and GT shares of GenVec Common Stock issuable in favor connection with the Merger or upon exercise of the approval and adoption of this Agreement and the approval of the Merger, subject to Section 4.2(b) and the last sentence of Section 5.2 and Section 5.3Diacrin stock options.