Common use of Joint Proxy Statement/Prospectus Clause in Contracts

Joint Proxy Statement/Prospectus. As promptly as practicable after the execution of this Agreement, the Parent and the Company shall jointly prepare and file with the Commission a joint proxy statement and forms of proxies in connection with (i) the solicitation of proxies to be voted at the Parent Stockholders' Meeting with respect to the Charter Amendment and the Share Issuance and (ii) in connection with the solicitation of proxies to be voted at the Company Stockholders' Meeting with respect to this Agreement and the Merger (such joint proxy statement, together with any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). At such time as the Parent and the Company deem appropriate, the Parent shall prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement"), containing a proxy statement for stockholders of the Parent and a proxy statement/prospectus for stockholders of the Company in connection with the registration under the Securities Act of the offering, sale and delivery of the Parent Common Stock to be issued pursuant to this Agreement in the Merger to stockholders of the Company (the "Joint Proxy Statement/Prospectus"). The Joint Proxy Statement/Prospectus shall include substantially all the information included in the Joint Proxy Statement, as it shall be then amended. Each of the Parent Companies and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. Each of the Parent Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. As promptly as practicable after the Registration Statement shall have become effective, (x) the Parent shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Parent's Stockholders' Meeting and (y) the Company shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Company Stockholders' Meeting.

Joint Proxy Statement/Prospectus. As promptly as practicable after the execution of this Agreement, the Parent and the Company Parkxx xxx Superior shall jointly prepare and file with the Commission a joint proxy statement and forms of proxies in connection with (i) the solicitation of proxies to be voted at the Parent StockholdersParkxx Xxxckholders' Meeting with respect to the Charter Amendment and the Share Issuance and (ii) in connection with the solicitation of proxies to be voted at the Company Superior Stockholders' Meeting with respect to this Agreement and the Merger (such joint proxy statement, together with any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). At such time As soon as practicable after the Parent and the Company deem appropriatedate hereof, the Parent shall Parkxx xxxll prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement"), containing a proxy statement Joint Proxy Statement for stockholders of the Parent and Parkxx xxx a proxy statement/prospectus for stockholders of the Company Superior in connection with the registration under the Securities Act of the offering, sale and delivery of the Parent Common Parkxx Xxxmon Stock to be issued pursuant to this Agreement in upon consummation of the Merger to stockholders of the Company Superior (the "Joint Proxy Statement/Prospectus"). The Joint Proxy Statement/Prospectus shall include substantially all the information included in the Joint Proxy Statement, as it shall be then amended. Each of the Parent Companies and the Company Parkxx xxx Superior shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. Each of the Parent Companies and the Company Parkxx xxx Superior will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Common Parkxx Xxxmon Stock in the Merger. As promptly as practicable after the Registration Statement shall have become effective, (x) Parkxx xxxll mail the Parent Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Parkxx Xxxckholders' Meeting and (y) Superior shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Parent's Stockholders' Meeting and (y) the Company shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Company Superior Stockholders' Meeting.

Joint Proxy Statement/Prospectus. As promptly as practicable after the execution of this Agreement, the Parent and the Company parties shall jointly prepare and file with the Commission a joint proxy the registration statement and forms of proxies in connection with (i) the solicitation of proxies on form S-4 to be voted at filed with the Parent Stockholders' Meeting with respect to the Charter Amendment and the Share Issuance and (ii) Commission in connection with the solicitation issuance of proxies to be voted at the Company Stockholders' Meeting with respect to this Agreement and shares of AEP common stock in the Merger (such the "Registration Statement") and the joint proxy statement, statement relating to the meetings of AEP's and the Company's stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). At such time as the Parent and the Company deem appropriate, the Parent shall prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement"), containing a proxy statement for stockholders of the Parent and a proxy statement/prospectus for stockholders of the Company in connection with the registration under the Securities Act of the offering, sale and delivery of the Parent Common Stock to be issued pursuant to this Agreement in the Merger to stockholders of the Company (the "Joint Proxy Statement/Prospectus"). The Joint Proxy Statement/Prospectus shall include substantially comply as to form in all material respects with the information included in applicable provisions of the Joint Proxy Statement, as it shall be then amendedSecurities Act and the Exchange Act and the Regulations thereunder. Each of the Parent AEP Companies and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actionsthe preparation and filing of the Joint Proxy Statement/Prospectus. Each of the Parent AEP Companies and the Company will use all commercially reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken under any applicable federal Federal or state securities Laws in connection with the issuance of shares of Parent AEP Common Stock in the MergerMerger (other than qualifying to do business in any jurisdiction in which they are currently not so qualified). As promptly as practicable after the Registration Statement shall have become effective, (x) the Parent AEP shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Parent's Stockholders' Meeting and (y) the Company shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Company Stockholders' Meeting.AEP I-28

Joint Proxy Statement/Prospectus. As promptly as practicable after the execution of this Agreement, the Parent Xxxxxx and the Company Superior shall jointly prepare and file with the Commission a joint proxy statement and forms of proxies in connection with (i) the solicitation of proxies to be voted at the Parent Xxxxxx Stockholders' Meeting with respect to the Charter Amendment and the Share Issuance and (ii) in connection with the solicitation of proxies to be voted at the Company Superior Stockholders' Meeting with respect to this Agreement and the Merger (such joint proxy statement, together with any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). At such time As soon as practicable after the Parent and the Company deem appropriatedate hereof, the Parent Xxxxxx shall prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement"), containing a proxy statement Joint Proxy Statement for stockholders of the Parent Xxxxxx and a proxy statement/prospectus for stockholders of the Company Superior in connection with the registration under the Securities Act of the offering, sale and delivery of the Parent Xxxxxx Common Stock to be issued pursuant to this Agreement in upon consummation of the Merger to stockholders of the Company Superior (the "Joint Proxy Statement/Prospectus"). The Joint Proxy Statement/Prospectus shall include substantially all the information included in the Joint Proxy Statement, as it shall be then amended. Each of the Parent Companies Xxxxxx and the Company Superior shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. Each of the Parent Companies Xxxxxx and the Company Superior will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Xxxxxx Common Stock in the Merger. As promptly as practicable after the Registration Statement shall have become effective, (x) the Parent Xxxxxx shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Parent's Xxxxxx Stockholders' Meeting and (y) the Company Superior shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Company Superior Stockholders' Meeting.

Joint Proxy Statement/Prospectus. As promptly as practicable after the execution of this Agreement, the Parent and the Company shall jointly prepare and file with the Commission a joint proxy statement and forms of proxies in connection with (i) the solicitation of proxies to be voted at the Parent Stockholders' Meeting with respect to the Charter Amendment and the Share Issuance and (ii) in connection with the solicitation of proxies to be voted at the Company Stockholders' Meeting with respect to this Agreement and the Merger (such joint proxy statement, together with any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). At such time as the Parent and the Company deem appropriate, the Parent shall prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any AGREEMENT AND PLAN OF MERGER amendments thereof or supplements thereto, being the "Registration Statement"), containing a proxy statement for stockholders of the Parent and a proxy statement/prospectus for stockholders of the Company in connection with the registration under the Securities Act of the offering, sale and delivery of the Parent Common Stock to be issued pursuant to this Agreement in the Merger to stockholders of the Company (the "Joint Proxy Statement/Prospectus"). The Joint Proxy Statement/Prospectus shall include substantially all the information included in the Joint Proxy Statement, as it shall be then amended. Each of the Parent Companies and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. Each of the Parent Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. As promptly as practicable after the Registration Statement shall have become effective, (x) the Parent shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Parent's Stockholders' Meeting and (y) the Company shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Company Stockholders' Meeting.

Joint Proxy Statement/Prospectus. (i) As promptly as reasonably practicable after the execution of this Agreement, SPAC, the Parent Acquisition Entities and the Company shall jointly prepare prepare, and PubCo shall file with the Commission a joint proxy statement and forms of proxies in connection with (i) the solicitation of proxies to be voted at the Parent Stockholders' Meeting with respect to the Charter Amendment and the Share Issuance and (ii) in connection with the solicitation of proxies to be voted at the Company Stockholders' Meeting with respect to this Agreement and the Merger (such joint proxy statementSEC, together with any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). At such time as the Parent and the Company deem appropriate, the Parent shall prepare and file with the Commission a registration statement on Form S-4 F-4 (such registration statementas amended or supplemented from time to time, together with any amendments thereof or supplements theretoand including the Proxy Statement, being the "Registration Statement"), containing a proxy statement for stockholders of the Parent and a proxy statement/prospectus for stockholders of the Company in connection with the registration under the Securities Act of the offering, sale and delivery of the Parent Common Stock to be issued pursuant to this Agreement in the Merger to stockholders of the Company (the "“Joint Proxy Statement/Prospectus"). The ”) relating to the SPAC Shareholders’ Meeting (1) to approve and adopt: (A) the Business Combination, this Agreement, the Plan of Initial Merger, and the other Transaction Documents, the Mergers and the other Transactions; (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Joint Proxy Statement/Prospectus or correspondence related thereto; (C) any other proposals as reasonably agreed by SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated hereby; and (D) adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”) and (2) to register under the Securities Act the PubCo Ordinary Shares that constitute the Shareholder Merger Consideration payable to the SPAC Shareholders and the Company Shareholders. SPAC, the Acquisition Entities and the Company each shall include substantially all the information included in use their commercially reasonable efforts to (1) cause the Joint Proxy Statement/Prospectus when filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as it shall be then amended. Each of promptly as reasonably practicable to and resolve all comments received from the Parent Companies and SEC concerning the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. Each of the Parent Companies and the Company will use all reasonable efforts to have or Joint Proxy Statement/Prospectus, (3) cause the Registration Statement Joint Proxy Statement/Prospectus to become be declared effective under the Securities Act as promptly as practicable, and (4) keep the Joint Proxy Statement/Prospectus effective as long as is necessary to consummate the Transactions. The Company hereby agrees to cover all of the SEC registration fees solely in connection with the filing of the Joint Proxy Statement/Prospectus with the SEC. Prior to the date on which the Joint Proxy Statement/Prospectus is declared effective, the Company, SPAC and PubCo shall take all or any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares PubCo Ordinary Shares and the PubCo Warrants pursuant to this Agreement. Each of Parent Common Stock the Company, SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and SPAC shall furnish all information concerning the Company and its Subsidiaries (in the Mergercase of the Company) or SPAC (in the case of SPAC) and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after the Registration Statement shall have become Joint Proxy Statement/Prospectus is declared effective, (x) the Parent SPAC shall mail (or cause to be mailed) the Joint Proxy Statement/Prospectus to its stockholders entitled to notice the SPAC Shareholders. Each of SPAC, PubCo and to vote at the Parent's Stockholders' Meeting and (y) the Company shall mail furnish to the other Parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Joint Proxy Statement/Prospectus to its stockholders entitled to Prospectus, or any other statement, filing, notice or application made by or on behalf of and to vote at SPAC, PubCo, the Company Stockholders' Meetingor their respective Affiliates to any regulatory authority (including the Stock Exchange) in connection with the Transactions.

Joint Proxy Statement/Prospectus. As promptly as reasonably practicable after the execution date of this Agreement, the Company and Parent and the Company shall jointly prepare and file with the Commission SEC a joint proxy statement and forms of proxies in connection with (i) the solicitation of proxies to be voted at sent to the stockholders of the Company and Parent Stockholders' Meeting with respect to the Charter Amendment Company Stockholders’ Meeting and the Share Issuance and Parent Stockholders’ Meeting (ii) in connection with the solicitation of proxies to be voted at the Company Stockholders' Meeting with respect to this Agreement and the Merger (such joint proxy statement, together with any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "“Joint Proxy Statement"). At such time as the Parent ”) and the Company deem appropriate, the Parent shall prepare and file cause to be filed with the Commission SEC the Form S-4, in which the Joint Proxy Statement will be included as a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement"), containing a proxy statement for stockholders of the Parent and a proxy statement/prospectus for stockholders of the Company in connection with the registration under the Securities Act of the offering, sale and delivery of the Parent Common Stock to be issued pursuant to this Agreement in the Merger to stockholders of the Company (the "“Joint Proxy Statement/Prospectus"”). The , (ii) the Parent will respond, as promptly as reasonably practicable, to any comments received from the SEC with respect to such filing and will provide copies of such comments to the Company promptly upon receipt and copies of proposed responses to the Company a reasonable time prior to filing to allow meaningful comment, (iii) as promptly as reasonably practicable, the Parent will prepare and file (after the Company has had a reasonable opportunity to review and comment on) any amendments or supplements to the Form S-4 necessary to be filed in response to any SEC comments or as required by Law, (iv) the Company and Parent will use their respective commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act and thereafter mail to their stockholders, as promptly as reasonably practicable, the Joint Proxy Statement/Prospectus shall include substantially and all other customary proxy or other materials for meetings such as the information included in Company Stockholders’ Meeting, (v) to the extent required by applicable Law, as promptly as reasonably practicable, prepare, file and distribute to the Company stockholders and the Parent stockholders any supplement or amendment to the Joint Proxy Statement/Prospectus if any event shall occur which requires such action at any time prior to the Company Stockholders’ Meeting or the Parent Stockholders’ Meeting, as it shall be then amendedand (vi) otherwise use commercially reasonable efforts to comply with all requirements of Law applicable to the Company Stockholders’ Meeting or the Parent Stockholders’ Meeting and the Merger. Each of the Parent Companies and the Company parties hereto shall furnish all information concerning it and the holders of its capital stock as cooperate with the other may reasonably request in connection with such actions. Each of the Parent Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities Laws parties in connection with the issuance preparation of shares of the Form S-4 and the Joint Proxy Statement/Prospectus, including promptly furnishing Parent Common Stock or the Company upon request with any and all information as may be required to be set forth in the MergerForm S-4 and the Joint Proxy Statement/Prospectus under applicable Law. As promptly as practicable after Parent will provide the Registration Statement shall have become effectiveCompany a reasonable opportunity to review and comment upon the Form S-4 or any amendments or supplements thereto, (x) the Parent shall mail prior to mailing the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Parent's Stockholders' Meeting and (y) the Company shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Company Stockholders' Meetingstockholders.

Joint Proxy Statement/Prospectus. FORM S-4. As promptly as practicable after the execution of this Agreementhereof, the Parent SCGI and the Company USRealty shall jointly prepare and file with the Commission a joint SEC proxy statement and forms of proxies in connection with materials which shall constitute the Joint Proxy Statement/Prospectus relating to (i) the solicitation SCGI Stockholders Meeting and the vote of proxies to be voted at the Parent Stockholders' Meeting stockholders of SCGI with respect to the Charter Amendment and the SCGI Share Issuance pursuant hereto, and (ii) in connection with the solicitation USRealty Stockholders Meeting and the vote of proxies to be voted at the Company Stockholders' Meeting USRealty Stockholders with respect to this Agreement and the Merger Plan of Liquidation (such joint proxy statement, together with any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). At such time as the Parent and the Company deem appropriate, the Parent shall prepare and file with the Commission a registration statement on Form S-4 (such registration statementmaterials, together with any amendments thereof or supplements thereto, being in the form delivered to the stockholders of USRealty and SCGI, the "Registration StatementJOINT PROXY STATEMENT/PROSPECTUS"), containing ) and SCGI shall prepare and file a proxy registration statement for stockholders on Form S-4 with respect to the issuance and distribution of the Parent Purchase Price Shares pursuant hereto and a proxy statement/prospectus for stockholders the Plan of the Company in connection with the registration under the Securities Act of the offering, sale and delivery of the Parent Common Stock to be issued pursuant to this Agreement in the Merger to stockholders of the Company Liquidation (the "Joint Proxy Statement/ProspectusFORM S-4"). The Joint Proxy Statement/Prospectus shall include substantially all the information will be included in and will constitute a part of the Form S-4 as SCGI's prospectus. Each of SCGI and USRealty shall use reasonable best efforts (i) to have the Form S-4 declared effective by the SEC as promptly as practicable after filing with the SEC and to keep the Form S-4 effective as long as it is necessary to consummate the transactions contemplated by this Agreement (including the Plan of Liquidation), and (ii) to have the Joint Proxy Statement/Prospectus cleared by the CSSF. SCGI and USRealty shall, as it shall be then amended. Each of the Parent Companies and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. Each of the Parent Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. As promptly as practicable after receipt thereof, provide the Registration Statement other party copies of any written comments and advise the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or the Form S-4 received from the SEC or the CSSF and shall notify the other of any request by the SEC for amendments or supplements to the Form S-4 or the Joint Proxy Statement/Prospectus. SCGI and USRealty shall respond promptly to any comments made by the SEC, the CSSF or any other governmental official with respect to the Joint Proxy Statement/Prospectus or the Form S-4. SCGI and USRealty shall each supply the other with copies of all correspondence between such party or any of its representatives and the SEC, the CSSF or any other Governmental Authority with respect to the Form S-4, the Joint Proxy Statement/Prospectus and the transactions contemplated hereby. SCGI shall provide USRealty with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC or the CSSF. SCGI and USRealty shall, to the extent reasonably practicable, each have become effectivethe opportunity to participate in all communications with the SEC and its staff and the CSSF, including meetings and telephone conferences regarding the Form S-4 and the Joint Proxy Statement/Prospectus and the transactions contemplated therein. Notwithstanding any other provision herein to the contrary, no amendment or supplement (xincluding by incorporation by reference) to the Parent Joint Proxy Statement/Prospectus or the Form S-4 shall mail be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. USRealty will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to its be mailed to USRealty stockholders entitled of record as of the record date for the USRealty Stockholders Meeting (by registered mail, if an available method), and SCGI will use reasonable best efforts to notice of and to vote at the Parent's Stockholders' Meeting and (y) the Company shall mail cause the Joint Proxy Statement/Prospectus to its be mailed to SCGI's stockholders of record as of the record date for the SCGI Stockholders Meeting, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act, and sufficiently in advance of the USRealty Stockholders Meeting and SCGI Stockholders Meeting so as to allow USRealty's and SCGI's record stockholders reasonably sufficient time to distribute the Joint Proxy Statement/Prospectus to the beneficial holders of the USRealty and SCGI securities entitled to notice of and to vote at the Company StockholdersUSRealty Stockholders Meeting and the SCGI Stockholders Meeting, respectively. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Purchase Price Shares issuable in connection with the Equity Purchase and the Plan of Liquidation for offering or sale in any jurisdiction, or any request by the SEC or the CSSF for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Closing Date any information should be discovered by USRealty or SCGI which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/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 information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and the CSSF and disseminated to the stockholders of SCGI and USRealty. SCGI will also take such actions (other than qualifying to do business in any jurisdiction in which it is not now so qualified) as may be required to be taken under the applicable "blue sky" laws in connection with the issuance and distribution of the Purchase Price Shares pursuant hereto and to the Plan of Liquidation. SCGI and USRealty shall share equally all fees and expenses, other than attorneys' Meetingand accounting fees and expenses, incurred in relation to the preparation, printing and mailing of the Form S-4 and the Joint Proxy Statement/Prospectus.