Common use of Joint Proxy Statement Clause in Contracts

Joint Proxy Statement. (a) Parent and the Company shall cooperate to promptly prepare and file with the SEC the Joint Proxy Statement and Parent (with the Company’s reasonable cooperation) shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each of such parties shall thereafter mail or deliver the Joint Proxy Statement to its respective shareholders or stockholders, as applicable. Each of Parent and the Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders or stockholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or applicable law related thereto. (b) Parent and the Company shall promptly notify the other upon its, or one of its Subsidiaries’, receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4, shall consult with the other prior to responding to any such comments or requests or filing any amendment or supplement to the Joint Proxy Statement or the Form S-4, and shall provide the other with copies of all correspondence between such party and its Representatives on the one hand and the SEC and its staff on the other hand. If any party hereto becomes aware of any information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Joint Proxy Statement or the Form S-4, then such party shall promptly inform the other parties hereto thereof and shall cooperate with the other parties in filing such amendment or supplement with the SEC and, to the extent required by applicable Law, in mailing such amendment or supplement to the Parent Stockholders and Company Stockholders. (c) Notwithstanding anything to the contrary stated above, prior to filing and mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Parent and the Company hereby agree to provide the other party with a reasonable opportunity to review and comment on such document or response and shall discuss with such other party, and include in such document or response, comments reasonably proposed by the other party.

Joint Proxy Statement. (a) Parent Telepanel and the Company shall cooperate to promptly prepare and file with the SEC the Joint Proxy Statement and Parent (with the Company’s reasonable cooperation) shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement ERS will be included as a prospectus. Each of Parent and the Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each of such parties shall thereafter contemporaneously mail or deliver the Joint Proxy Statement to its their respective shareholders promptly after the Registration Statement, if filed, becomes effective or stockholders, (if the shares of ERS Common Stock to be issued from time to time after the Effective Time upon the exchange of Exchangeable Shares are exempt from the registration requirements of Section 5 of the Securities Act or if a shelf Registration Statement is required by the SEC with respect thereto) as applicable. Each promptly as practicable for the purpose of Parent considering and voting upon the Arrangement at the Telepanel Shareholders Meeting and the Company shallERS Charter Changes and related matters at the ERS Stockholders Meeting, upon requestand, furnish to the other all information concerning itselfif necessary, its Subsidiaries, directors, officers and shareholders or stockholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or applicable law related thereto. (b) Parent and the Company shall promptly notify the other upon its, or one of its Subsidiaries’, receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to after the Joint Proxy Statement shall have been so mailed, promptly circulate amended supplemental or the Form S-4supplemented proxy materials and, if required in connection therewith, resolicit proxies. Telepanel shall consult with the other prior to responding to any such comments or requests or filing any amendment or supplement to include in the Joint Proxy Statement or the Form S-4recommendation of its Board of Directors described in Section 4.2 hereof, and ERS shall provide include in the Joint Proxy Statement the recommendation of its Board of Directors described in Section 4.2 hereof. Neither Telepanel nor ERS shall use any proxy material in connection with, respectively, the Telepanel Shareholder Meeting and the ERS Stockholders Meeting without the prior approval of the other with copies party, which shall not be unreasonably withheld or delayed. Each of Telepanel and ERS will promptly provide all information relating to its business or operations necessary for inclusion in the Joint Proxy Statement to satisfy all requirements of all correspondence between such party applicable U.S. and Canadian state, provincial and federal corporate and securities laws. Telepanel shall be solely responsible for any statement, information or omission in the Joint Proxy Statement relating to it or its Representatives on the one hand and the SEC and Affiliates based upon written information furnished by it. Telepanel will not provide to its staff on the other hand. If shareholders or publish any party hereto becomes aware of any information thatmaterial concerning it or its Affiliates that violates applicable Canadian law, pursuant to the Securities Act or the Exchange ActAct with respect to the transactions contemplated hereby. ERS shall be solely responsible for any statement, should be disclosed information or omission in an amendment or supplement to the Joint Proxy Statement relating to it or its Affiliates based upon written information furnished by it. ERS will not provide to its stock- holders or publish any material concerning it or its Affiliates that violates applicable Canadian law, the Securities Act or the Form S-4Exchange Act with respect to the transactions contemplated hereby. Each of Telepanel and ERS shall use its best efforts to solicit from its stockholders proxies in favor of the proposals set forth in the Joint Proxy Statement, then and shall take such party shall promptly inform action reasonably necessary or, in the opinion of the other parties hereto thereof party, reasonably helpful to secure a favorable vote for the purpose of approving the proposals set forth in the Joint Proxy Statement. At the request of ERS, reasonably made, Telepanel shall adjourn its stockholders' meeting to a later date, if (x) the requisite vote of holders of Telepanel Common Shares has not been obtained or (y) ERS shall otherwise request an adjournment in order to attempt to increase the percentage of the vote in favor of the foregoing. (b) Telepanel shall cause to be delivered to ERS a letter of Price Waterhouse, Chartered Accountants, Telepanel's independent auditors, dated a date within two business days before the date of mailing of the Joint Proxy Statement and shall cooperate with the other parties addressed to ERS, in filing such amendment or supplement with the SEC andform and substance reasonably satisfactory to ERS, to the extent required by applicable Law, effect set forth in mailing such amendment or supplement to the Parent Stockholders and Company StockholdersExhibit 4.4(b) hereto. (c) Notwithstanding anything ERS shall cause to be delivered to Telepanel a letter of Price Waterhouse LLP, ERS' independent auditors, dated a date within two business days before the contrary stated above, prior to filing and date of mailing of the Joint Proxy Statement (or any amendment or supplement theretoand addressed to Telepanel, in form and substance reasonably satisfactory to Telepanel, to the effect set forth in Exhibit 4.4(c) or responding to any comments of the SEC with respect thereto, each of Parent and the Company hereby agree to provide the other party with a reasonable opportunity to review and comment on such document or response and shall discuss with such other party, and include in such document or response, comments reasonably proposed by the other partyhereto.

Joint Proxy Statement. (a) Parent Subject to Section 5.5, as promptly as reasonably practicable following the date of this Agreement, Ensco and Rowan shall take all action reasonably necessary to prepare, in accordance with applicable Law, the Ensco Organizational Documents and the Company Rowan Organizational Documents, as applicable, joint proxy materials which shall cooperate constitute (A) the Scheme Document, which shall also constitute the proxy statement relating to promptly prepare the Scheme Meeting and file the Xxxxx XX for the purpose of passing the Rowan Shareholder Resolutions and (B) the proxy statement relating to a meeting of the Ensco Shareholders for the purpose of passing the Ensco Shareholder Resolutions (such joint proxy materials being the “Proxy Statement”). Ensco shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the SEC issuance of the Joint New Ensco Shares in the Transaction. Ensco and Rowan shall furnish all information concerning Ensco and the Ensco Shareholders and Rowan and the Rowan Shareholders, respectively, as may be reasonably requested in connection with the Proxy Statement (or any supplement required thereto) and Parent (with any such action as aforesaid. No filing of, or amendment or supplement to, the Company’s reasonable cooperation) shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as made by either Party without the other Party’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other Party a prospectusreasonable opportunity to review and comment thereon. Each Party will advise the other Party promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other Party with copies of any written communication from the SEC or any state securities commission. Each of Parent Rowan and Ensco shall ensure (a) that the information provided by it for inclusion in the Proxy Statement (and any supplement required thereto) at the time of mailing thereof and at the time of the Ensco Shareholder Meeting, the Scheme Meeting and the Company shall use its reasonable best efforts Xxxxx XX will not include an untrue statement of a material fact or omit to have state a material fact required to be stated therein or necessary to make the Form S-4 declared effective statements therein, in light of the circumstances under which they were made, not misleading and (b) that the Proxy Statement (and any supplement required thereto) at the time of mailing thereof and at the time of the Ensco Shareholder Meeting, the Scheme Meeting and the Xxxxx XX will comply as to form in all material respects with the provisions of the Securities Act as promptly as practicable after such filing, and each of such parties shall thereafter mail or deliver the Joint Proxy Statement to its respective shareholders or stockholders, as applicable. Each of Parent and the Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders or stockholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or applicable law related theretoExchange Act. (b) Parent As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, Ensco shall take all action necessary in accordance with applicable Laws and the Company Ensco Articles of Association to duly give notice of, convene and hold a meeting of the Ensco Shareholders for the purpose of passing the Ensco Shareholder Resolutions (the “Ensco Shareholder Meeting”) and (subject to Section 5.8(a)) shall promptly notify not postpone or adjourn the other upon its, or one of its Subsidiaries’, receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4, shall consult with the other prior to responding to any such comments or requests or filing any amendment or supplement to the Joint Proxy Statement or the Form S-4, and shall provide the other with copies of all correspondence between such party and its Representatives on the one hand and the SEC and its staff on the other hand. If any party hereto becomes aware of any information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Joint Proxy Statement or the Form S-4, then such party shall promptly inform the other parties hereto thereof and shall cooperate with the other parties in filing such amendment or supplement with the SEC and, Ensco Shareholder Meeting except (i) to the extent required by applicable Law, (ii) if requested by the Ensco Shareholders (on a poll) to do so, provided that the adjournment resolution was not proposed, procured or instigated by or on behalf of Ensco or any of its officers, directors, employees, agents or other Representatives, (iii) if, as of the time for which the Ensco Shareholder Meeting is scheduled (as set forth in mailing such amendment the Proxy Statement), there are insufficient Ensco Ordinary Shares represented (either in person or supplement by proxy) to constitute a quorum necessary to conduct the Parent Stockholders business of the Ensco Shareholder Meeting, but only until a meeting can be held at which there are a sufficient number of Ensco Ordinary Shares represented to constitute a quorum or (iv) to solicit additional proxies or votes for the approval of the allotment and Company Stockholdersissuance of the New Ensco Shares, but only until a meeting can be held at which there is a sufficient number of proxies or votes of the Ensco Shareholders to approve the allotment and issuance of the New Ensco Shares. (c) Notwithstanding anything Unless the Board of Directors of Ensco has effected an Ensco Adverse Recommendation Change pursuant to and in accordance with Section 5.4, Ensco shall procure that the Proxy Statement includes the Ensco Board Recommendation. (d) Prior to the contrary stated aboveEnsco Shareholder Meeting, Ensco shall keep Rowan informed on a regular basis in the two weeks prior to filing and mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments Ensco Shareholder Meeting of the SEC number of valid proxy votes received in respect of resolutions to be proposed at the Ensco Shareholder Meeting (with the number of valid proxy votes for and against being separately identified in respect thereto, of each of Parent and the Company hereby agree to provide the other party with a reasonable opportunity to review and comment on such document or response and shall discuss with such other partyresolution), and include in any event provide such document number as soon as reasonably practicable following a request by Rowan or responseits Representatives and, comments unless the Board of Directors of Ensco has effected an Ensco Adverse Recommendation Change pursuant to and in accordance with Section 5.4, conduct any proxy solicitation exercise and undertake any other steps as may reasonably proposed be requested by Rowan to assist in obtaining the other partyapproval of the Ensco Shareholders to the Ensco Shareholder Resolutions.

Joint Proxy Statement. (a) Parent and As promptly as reasonably practicable following the date of this Agreement, (i) the Company and Parent shall cooperate to promptly jointly prepare and file cause to be filed with the SEC the Joint Proxy Statement in preliminary form, and (ii) Parent (shall prepare and cause to be filed with the Company’s reasonable cooperation) shall promptly prepare and file with the SEC SEC, the Form S-4S-4 with respect to the Parent Common Shares issuable in the Merger, in which will include the Joint Proxy Statement will be included as a prospectuswith respect to the Company Shareholder Meeting and Parent Shareholder Meeting. Each of Parent and the Company and Parent shall use its reasonable best efforts to (x) have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, (y) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Exchange Act or Securities Act, and each of such parties shall thereafter mail or deliver (z) keep the Joint Proxy Statement Form S-4 effective for so long as necessary to its respective shareholders or stockholders, as applicablecomplete the Merger. Each of Parent and the Company shall, upon request, and Parent shall furnish to the other all information concerning itself, its Subsidiaries, directors, officers affiliates and shareholders or stockholders, as applicable, the holders of its capital stock to the other and provide such other matters assistance as may be reasonably necessary or advisable requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement, the . The Form S-4 or applicable law related thereto. (b) Parent and Joint Proxy Statement shall include all information reasonably requested by such other Party to be included therein. Each of the Company and Parent shall promptly notify the other upon its, or one of its Subsidiaries’, the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Form S-4 or Joint Proxy Statement or the Form S-4, shall consult with the other prior to responding to any such comments or requests or filing any amendment or supplement to the Joint Proxy Statement or the Form S-4Statement, and shall shall, as promptly as practicable after receipt thereof, provide the other with copies of all correspondence between such party it and its Representatives Representatives, on the one hand hand, and the SEC and its staff SEC, on the other hand. If any party hereto becomes aware of any information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement and all written comments with respect to the Joint Proxy Statement or the Form S-4, then such party shall promptly inform S-4 received from the SEC and advise the other parties hereto thereof party of any oral comments with respect to the Joint Proxy Statement or the Form S-4 received from the SEC. Each of the Company and Parent shall cooperate with the other parties in filing such amendment or supplement with use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC and, with respect to the extent required by applicable LawJoint Proxy Statement, in mailing such amendment or supplement and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comment from the SEC with respect to the Parent Stockholders and Company Stockholders. (c) Form S-4. Notwithstanding anything to the contrary stated aboveforegoing, prior to filing and the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Parent and the Company hereby agree to and Parent shall cooperate and provide the other party with a reasonable opportunity to review and comment on such document or response and shall discuss with such other party, and include in (including the proposed final version of such document or response). Parent shall advise the Company, comments promptly after it receives notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Parent Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction, and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Parent shall also take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the Parent Common Shares in the Merger, and the Company shall furnish all information concerning the Company and the holders of the Shares as may be reasonably proposed requested in connection with any such actions. (b) If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective affiliates, should be discovered by the Company or Parent which, in the reasonable judgment of the Company or Parent, should be set forth in an amendment of, or a supplement to, any of the Form S-4 or the Joint Proxy Statement, 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 partyParties, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Joint Proxy Statement or the Form S-4 and, to the extent required by Law, in disseminating the information contained in such amendment or supplement to shareholders of the Company and Parent. Nothing in this Section 6.5(b) shall limit the obligations of any Party under Section 6.5(a). For purposes of this Section 6.5, any information concerning or related to the Company, its affiliates or the Company Shareholder Meeting will be deemed to have been provided by the Company, and any information concerning or related to Parent, its affiliates or the Parent Shareholder Meeting will be deemed to have been provided by Parent. (c) As promptly as practicable following the date of this Agreement, the Company shall, in accordance with applicable Law and the Company Governing Documents, establish a record date for, duly call, give notice of, convene and hold the Company Shareholder Meeting. The Company shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the stockholders of the Company entitled to vote at the Company Shareholder Meeting and to hold the Company Shareholder Meeting as soon as practicable after the Form S-4 is declared effective under the Securities Act and in any case within forty-five (45) days of the Form S-4 being declared effective. The Company shall, through the Company Board, recommend to its shareholders that they give the Company Shareholder Approval, include such recommendation in the Joint Proxy Statement and solicit and use its reasonable best efforts to obtain the Company Shareholder Approval, in each case except to the extent that the Company Board shall have made a Company Adverse Recommendation Change as permitted by Section 6.4. Notwithstanding the foregoing provisions of this Section 6.5(c), if, on a date for which the Company Shareholder Meeting is scheduled, the Company has not received proxies representing a sufficient number of Company Common Shares to obtain the Company Shareholder Approval, or if necessary to comply with applicable Law, whether or not a quorum is present, the Company shall have the right to make one or more successive postponements or adjournments of the Company Shareholder Meeting; provided that the Company Shareholder Meeting is not postponed or adjourned to a date that is more than thirty (30) days after the date for which the Company Shareholder Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law). Nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with Section 9.1, its obligations to hold the Company Shareholder Meeting pursuant to this Section 6.5(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Competing Proposal or by any Company Adverse Recommendation Change. (d) As promptly as practicable following the date of this Agreement, Parent shall, in accordance with applicable Law and the Parent Governing Documents, establish a record date for, duly call, give notice of, convene and hold the Parent Shareholder Meeting. Parent shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the shareholders of Parent entitled to vote at the Parent Shareholder Meeting and to hold the Parent Shareholder Meeting as soon as practicable after the Form S-4 is declared effective under the Securities Act and in any case within forty-five (45) days of the Form S-4 being declared effective. Parent shall, through the Parent Board, recommend to its shareholders that they give the Parent Shareholder Approval, include such recommendation in the Joint Proxy Statement, and solicit and use its reasonable best efforts to obtain the Parent Shareholder Approval, in each case except to the extent that the Parent Board shall have made a Parent Adverse Recommendation Change as permitted by Section 6.4. Notwithstanding the foregoing provisions of this Section 6.5(d), if, on a date for which the Parent Shareholder Meeting is scheduled, Parent has not received proxies representing a sufficient number of Parent Common Shares to obtain the Parent Shareholder Approval, or if necessary to comply with applicable Law, whether or not a quorum is present, Parent shall have the right to make one or more successive postponements or adjournments of the Parent Shareholder Meeting; provided that the Parent Shareholder Meeting is not postponed or adjourned to a date that is more than thirty (30) days after the date for which the Parent Shareholder Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law). Nothing contained in this Agreement shall be deemed to relieve Parent of its obligation to submit the Merger to its shareholders for a vote on the approval thereof. Parent agrees that, unless this Agreement shall have been terminated in accordance with Section 9.1, its obligations to hold the Parent Shareholder Meeting pursuant to this Section 6.5(d) shall not be affected by the commencement, public proposal, public disclosure or communication to Parent of any Competing Proposal or by any Parent Adverse Recommendation Change. (e) The Company and Parent will use their respective reasonable best efforts to hold the Company Shareholder Meeting and the Parent Shareholder Meeting on the same date and as soon as reasonably practicable after the date of this Agreement.

Joint Proxy Statement. (a) Parent As promptly as practicable after execution of this Agreement, QCo and the Company GCo shall cooperate to promptly prepare and QCo shall file with the SEC a preliminary joint management information circular and proxy statement, and one or more supplements for GCo and QCo respectively (the "Joint Proxy Statement"), together with any other documents required by the United States Securities Act of 1933, as amended (the "Securities Act"), or the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Arrangement and the other transactions contemplated hereby. The Joint Proxy Statement shall constitute (i) the management information circular of GCo with respect to the meeting of securityholders of GCo relating to the Arrangement and Parent the approval of certain matters in connection therewith (the "GCo Shareholders Meeting") and (ii) the proxy statement of QCo with respect to the meeting of stockholders of QCo with respect to the matters set forth in Section 7.1(b) in connection with the Company’s reasonable cooperation) shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent transactions contemplated by this Agreement and the Company shall use its reasonable best efforts to have Plan of Arrangement (the Form S-4 declared effective under the Securities Act as "QCo Stockholders Meeting"). As promptly as practicable after such filingQCo receives SEC Clearance with respect to the preliminary Joint Proxy Statement, QCo and each of such parties GCo shall thereafter mail or deliver cause the Joint Proxy Statement to its be mailed to each company's respective shareholders or stockholderssecurityholders entitled to vote, as applicable. Each of Parent and the Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders or stockholders, as applicable, and such other matters as case may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or applicable law related theretobe. (b) Parent and the Company Each party shall promptly furnish to the other party all information concerning such party and its securityholders as may be reasonably required in connection with any action contemplated by this Section 1.5, including any information requested by the SEC to be included in the Joint Proxy Statement. The Joint Proxy Statement shall comply in all material respects with all applicable requirements of law. Each of QCo and GCo will notify the other upon its, or one promptly of its Subsidiaries’, the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4, shall consult with the other prior to responding to any such comments or requests or filing any amendment or supplement to the Joint Proxy Statement or the Form S-4for additional information, and shall provide will supply the other with copies of all correspondence between such party and its Representatives on the one hand and with the SEC and its staff on the other hand. If any party hereto becomes aware of any information that, pursuant with respect to the Securities Act or the Exchange Act, Joint Proxy Statement. Whenever any event occurs which should be disclosed set forth in an amendment or supplement to the Joint Proxy Statement Statement, QCo or GCo, as the Form S-4case may be, then such party shall promptly inform the other parties hereto thereof of such occurrence and shall cooperate in filing with the other parties in filing SEC, and/or mailing to securityholders entitled to vote of QCo and GCo, as may be applicable, such amendment or supplement with the SEC and, to the extent required by applicable Law, in mailing such amendment or supplement to the Parent Stockholders and Company Stockholderssupplement. (c) Notwithstanding anything As promptly as practicable after the Effective Time, QCo shall file a registration statement on Form S-8 (the "S-8 Registration Statement") with the SEC to register the QCo Common Stock to be issued from time to time after the Effective Time upon exercise of GCo Options assumed by QCo pursuant to the contrary stated above, prior terms of this Agreement. QCo will use its reasonable best efforts to filing and mailing maintain the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments effectiveness of the SEC S-8 Registration Statement for so long as any GCo Options remain outstanding or, in each case, until such earlier time as QCo determines to be sufficient on the written advice of its outside counsel. (d) QCo and GCo shall take any action required to be taken under any applicable provincial or state securities laws (including "blue sky" laws) in connection with the issuance of the QCo Common Stock and the Arrangement; provided, however, that with respect theretoto the blue sky and Canadian provincial qualifications, each neither QCo nor GCo shall be required to register or qualify as a foreign corporation or reporting issuer where any such entity is not now so registered or qualified except as to matters and transactions arising solely from the offer and sale of Parent and the Company hereby agree to provide the other party with a reasonable opportunity to review and comment on such document or response and shall discuss with such other party, and include in such document or response, comments reasonably proposed by the other partyQCo Common Stock.

Joint Proxy Statement. (a) The Company and Parent and the Company shall cooperate agree to promptly prepare a joint proxy statement and prospectus and other proxy solicitation materials constituting a part thereof (the “Joint Proxy Statement”) and to file with the SEC the Joint Proxy Statement and Parent (with the Company’s reasonable cooperation) shall promptly prepare and file with the SEC and FDIC in connection with (i) the Form S-4solicitation of proxies from the stockholders of the Company for the Company Meeting and from the stockholders of Parent for the Parent Meeting and, (ii) the offering and issuance of Parent Common Stock in the Merger. Each party agrees to cooperate with the other party, its legal, financial and accounting advisors, in which the preparation of the Joint Proxy Statement will be included as a prospectusStatement. Each of Parent party shall prepare and the Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each of such parties shall thereafter mail or deliver the Joint Proxy Statement to its respective shareholders or stockholders, as applicable. Each of Parent and the Company shall, upon request, furnish to the other all party such information concerning itself, relating to it and its Subsidiaries, directors, officers and shareholders or stockholders, as applicable, stockholders and such other matters party’s business and operations as may be reasonably necessary required to comply with SEC and FDIC rules and regulations or advisable SEC and FDIC staff comments in connection with the Joint Proxy Statement, which information may be based on such party’s knowledge of and access to the Form S-4 information required for said document and advice of counsel with respect to SEC and FDIC disclosure obligations. Each party shall provide the other party and its legal, financial and accounting advisors the opportunity to review and provide comments: (i) upon such Joint Proxy Statement a reasonable time prior to its filing in preliminary and definitive forms and (ii) on all amendments and supplements to the Joint Proxy Statement and all responses to requests for additional information and replies to comments relating to the Joint Proxy Statement a reasonable time prior to filing or applicable submission to the SEC or FDIC. Each party shall consider in good faith all comments from the other party and its legal, financial and accounting advisors to the Joint Proxy Statement, all amendments and supplements thereto and all responses to requests for additional information, and shall not include any information in the foregoing about a party or its officers, directors, business, arrangements, operations or stock or the Transaction that has not been approved by the other party, which approval shall not be unreasonably withheld, delayed or conditioned. Each party agrees to cooperate with the other party and the other party’s counsel and accountants in requesting and obtaining appropriate opinions, consents, analyses and letters from its financial advisor and independent auditor in connection with the Joint Proxy Statement. Each party agrees to use its reasonable best efforts to cause the Joint Proxy Statement to be cleared by the SEC and FDIC for use in definitive form as promptly as reasonably practicable after the preliminary filing thereof and to cause a definitive Joint Proxy Statement to be mailed to their respective stockholders as promptly as reasonably practicable thereafter. Parent also agrees to use its reasonable best efforts to obtain all necessary state securities law related theretoor “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. (b) Each of Parent and the Company agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Joint Proxy Statement and any amendment or supplement thereto shall, at the date(s) of mailing to stockholders and at the time of the Parent Meeting and Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each of Parent and the Company further agrees that if such party shall become aware of any information furnished by such party that would cause any of the statements in the Joint Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly notify inform the other upon itsparty thereof and to take the necessary steps to correct the Joint Proxy Statement. (c) The Company agrees to advise Parent, promptly after the Company receives notice thereof, of the time when the Joint Proxy Statement has been cleared by the SEC for use in definitive form or one when any supplement or amendment has been filed, of its Subsidiaries’the initiation or, receipt to the extent Parent is aware thereof, threat of any comments proceeding for any such purpose, of any request by the SEC for the amendment or supplement of the Joint Proxy Statement or for additional information or of any other correspondence from the SEC in connection with the Joint Proxy Statement that relates to Parent or its staff the Transaction. The Company agrees to promptly provide to Parent copies of correspondence between the Company (or any request from of its representatives and advisors on the SEC or its staff for amendments or supplements Company’s behalf), on the one hand, and the SEC, on the other hand as to relates to the Joint Proxy Statement or the Form S-4Transaction. Parent agrees to advise the Company, shall consult with promptly after Parent receives notice thereof, of the other prior time when the Joint Proxy Statement has been cleared by the FDIC for use in definitive form or when any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Parent Common Stock for offering or sale in any jurisdiction, of the initiation or, to responding to the extent Parent is aware thereof, threat of any proceeding for any such comments or requests or filing purpose, of any request by the FDIC for the amendment or supplement of the Joint Proxy Statement or for additional information or of any other correspondence from the FDIC in connection with the Joint Proxy Statement that relates to the Company or the Transaction. Parent agrees to promptly provide to the Company copies of correspondence between Parent (or any of its representatives and advisors on Parent’s behalf), on the one hand, and the FDIC, on the other hand as to relates to the Joint Proxy Statement or the Form S-4, and shall provide the other with copies of all correspondence between such party and its Representatives on the one hand and the SEC and its staff on the other hand. If any party hereto becomes aware of any information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Joint Proxy Statement or the Form S-4, then such party shall promptly inform the other parties hereto thereof and shall cooperate with the other parties in filing such amendment or supplement with the SEC and, to the extent required by applicable Law, in mailing such amendment or supplement to the Parent Stockholders and Company StockholdersTransaction. (c) Notwithstanding anything to the contrary stated above, prior to filing and mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Parent and the Company hereby agree to provide the other party with a reasonable opportunity to review and comment on such document or response and shall discuss with such other party, and include in such document or response, comments reasonably proposed by the other party.

Joint Proxy Statement. (a) Parent Subject to Section 5.5, as promptly as reasonably practicable following the date of this Agreement, Ensco and Rowan shall take all action reasonably necessary to prepare, in accordance with applicable Law, the Ensco Organizational Documents and the Company Rowan Organizational Documents, as applicable, joint proxy materials which shall cooperate constitute (A) the Scheme Document, which shall also constitute the proxy statement relating to promptly prepare the Scheme Meeting and file the Rxxxx XX for the purpose of passing the Rowan Shareholder Resolutions and (B) the proxy statement relating to a meeting of the Ensco Shareholders for the purpose of passing the Ensco Shareholder Resolutions (such joint proxy materials being the “Proxy Statement”). Ensco shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the SEC issuance of the Joint New Ensco Shares in the Transaction. Ensco and Rowan shall furnish all information concerning Ensco and the Ensco Shareholders and Rowan and the Rowan Shareholders, respectively, as may be reasonably requested in connection with the Proxy Statement (or any supplement required thereto) and Parent (with any such action as aforesaid. No filing of, or amendment or supplement to, the Company’s reasonable cooperation) shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as made by either Party without the other Party’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other Party a prospectusreasonable opportunity to review and comment thereon. Each Party will advise the other Party promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other Party with copies of any written communication from the SEC or any state securities commission. Each of Parent Rowan and Ensco shall ensure (a) that the information provided by it for inclusion in the Proxy Statement (and any supplement required thereto) at the time of mailing thereof and at the time of the Ensco Shareholder Meeting, the Scheme Meeting and the Company shall use its reasonable best efforts Rxxxx XX will not include an untrue statement of a material fact or omit to have state a material fact required to be stated therein or necessary to make the Form S-4 declared effective statements therein, in light of the circumstances under which they were made, not misleading and (b) that the Proxy Statement (and any supplement required thereto) at the time of mailing thereof and at the time of the Ensco Shareholder Meeting, the Scheme Meeting and the Rxxxx XX will comply as to form in all material respects with the provisions of the Securities Act as promptly as practicable after such filing, and each of such parties shall thereafter mail or deliver the Joint Proxy Statement to its respective shareholders or stockholders, as applicable. Each of Parent and the Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders or stockholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or applicable law related theretoExchange Act. (b) Parent As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, Ensco shall take all action necessary in accordance with applicable Laws and the Company Ensco Articles of Association to duly give notice of, convene and hold a meeting of the Ensco Shareholders for the purpose of passing the Ensco Shareholder Resolutions (the “Ensco Shareholder Meeting”) and (subject to Section 5.8(a)) shall promptly notify not postpone or adjourn the other upon its, or one of its Subsidiaries’, receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4, shall consult with the other prior to responding to any such comments or requests or filing any amendment or supplement to the Joint Proxy Statement or the Form S-4, and shall provide the other with copies of all correspondence between such party and its Representatives on the one hand and the SEC and its staff on the other hand. If any party hereto becomes aware of any information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Joint Proxy Statement or the Form S-4, then such party shall promptly inform the other parties hereto thereof and shall cooperate with the other parties in filing such amendment or supplement with the SEC and, Ensco Shareholder Meeting except (i) to the extent required by applicable Law, (ii) if requested by the Ensco Shareholders (on a poll) to do so, provided that the adjournment resolution was not proposed, procured or instigated by or on behalf of Ensco or any of its officers, directors, employees, agents or other Representatives, (iii) if, as of the time for which the Ensco Shareholder Meeting is scheduled (as set forth in mailing such amendment the Proxy Statement), there are insufficient Ensco Ordinary Shares represented (either in person or supplement by proxy) to constitute a quorum necessary to conduct the Parent Stockholders business of the Ensco Shareholder Meeting, but only until a meeting can be held at which there are a sufficient number of Ensco Ordinary Shares represented to constitute a quorum or (iv) to solicit additional proxies or votes for the approval of the allotment and Company Stockholdersissuance of the New Ensco Shares, but only until a meeting can be held at which there is a sufficient number of proxies or votes of the Ensco Shareholders to approve the allotment and issuance of the New Ensco Shares. (c) Notwithstanding anything Unless the Board of Directors of Ensco has effected an Ensco Adverse Recommendation Change pursuant to and in accordance with Section 5.4, Ensco shall procure that the Proxy Statement includes the Ensco Board Recommendation. (d) Prior to the contrary stated aboveEnsco Shareholder Meeting, Ensco shall keep Rowan informed on a regular basis in the two weeks prior to filing and mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments Ensco Shareholder Meeting of the SEC number of valid proxy votes received in respect of resolutions to be proposed at the Ensco Shareholder Meeting (with the number of valid proxy votes for and against being separately identified in respect thereto, of each of Parent and the Company hereby agree to provide the other party with a reasonable opportunity to review and comment on such document or response and shall discuss with such other partyresolution), and include in any event provide such document number as soon as reasonably practicable following a request by Rowan or responseits Representatives and, comments unless the Board of Directors of Ensco has effected an Ensco Adverse Recommendation Change pursuant to and in accordance with Section 5.4, conduct any proxy solicitation exercise and undertake any other steps as may reasonably proposed be requested by Rowan to assist in obtaining the other partyapproval of the Ensco Shareholders to the Ensco Shareholder Resolutions.

Joint Proxy Statement. (a) Parent and the Company shall Each party will cooperate to promptly prepare and file with the other party, and their representatives, in the preparation of a joint proxy statement and prospectus and other proxy solicitation materials constituting a part thereof (the “Joint Proxy Statement”), to be filed with the FDIC and SEC in connection with (i) the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholders Meeting and from the stockholders of Holding Company for the Holding Company Stockholders Meeting, and (ii) the offering and issuance of Buyer Common Stock in the Merger. Each party agrees to cooperate with the other party, its legal, financial and accounting advisors, in the preparation of the Joint Proxy Statement and Parent (with the Company’s reasonable cooperation) Statement. Each party shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each of such parties shall thereafter mail or deliver the Joint Proxy Statement to its respective shareholders or stockholders, as applicable. Each of Parent and the Company shall, upon request, furnish to the other all party such information concerning itself, relating to it and its Subsidiaries, directors, officers and shareholders or stockholders, as applicable, stockholders and such other matters party’s business and operations as may be reasonably necessary required to comply with SEC and FDIC rules and regulations or advisable SEC and FDIC staff comments in connection with the Joint Proxy Statement, which information may be based on such party’s knowledge of and access to the Form S-4 information required for said document and advice of counsel with respect to SEC and FDIC disclosure obligations. Each party shall provide the other party and its legal, financial and accounting advisors the opportunity to review and provide comments: (i) upon such Joint Proxy Statement a reasonable time prior to its filing in preliminary and definitive forms and (ii) on all amendments and supplements to the Joint Proxy Statement and all responses to requests for additional information and replies to comments relating to the Joint Proxy Statement a reasonable time prior to filing or applicable submission to the SEC or FDIC. Each party shall consider in good faith all comments from the other party and its legal, financial and accounting advisors to the Joint Proxy Statement, all amendments and supplements thereto and all responses to requests for additional information, and shall not include any information in the foregoing about a party or its officers, directors, business, arrangements, operations or stock or the Merger that has not been approved by the other party, which approval shall not be unreasonably withheld, delayed or conditioned. Each party agrees to cooperate with the other party and the other party’s counsel and accountants in requesting and obtaining appropriate opinions, consents, analyses and letters from its financial advisor and independent auditor in connection with the Joint Proxy Statement. Each party agrees to use its reasonable best efforts to cause the Joint Proxy Statement to be cleared by the SEC and FDIC for use in definitive form as promptly as reasonably practicable after the preliminary filing thereof and to cause a definitive Joint Proxy Statement to be mailed to their respective stockholders as promptly as reasonably practicable thereafter. Buyer also agrees to use its reasonable best efforts to obtain all necessary state securities law related theretoor “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. (b) Parent Each party agrees, as to itself and its subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Joint Proxy Statement and any amendment or supplement thereto shall, at the date(s) of mailing to stockholders and the time of the Buyer Stockholders Meeting and the Holding Company shall Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each party further agrees that if it becomes aware that any information furnished by it that would cause any of the statements in the Joint Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly notify inform the other upon itsparty thereof and to take appropriate steps to correct the Joint Proxy Statement. (c) Holding Company agrees to advise Buyer, promptly after Holding Company receives notice thereof, of the time when the Joint Proxy Statement has been cleared by the SEC for use in definitive form or one when any supplement or amendment has been filed, of its Subsidiaries’the initiation or, receipt to the extent Buyer is aware thereof, threat of any comments proceeding for any such purpose, of any request by the SEC for the amendment or supplement of the Joint Proxy Statement or for additional information or of any other correspondence from the SEC in connection with the Joint Proxy Statement that relates to Buyer or its staff the Merger. Holding Company agrees to promptly provide to Buyer copies of correspondence between Holding Company (or any request from of its representatives and advisors on Holding Company’s behalf), on the SEC or its staff for amendments or supplements one hand, and the SEC, on the other hand as it relates to the Joint Proxy Statement or the Form S-4Merger. Buyer agrees to advise Holding Company, shall consult with promptly after Buyer receives notice thereof, of the other prior time when the Joint Proxy Statement has been cleared by the FDIC for use in definitive form or when any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or, to responding to the extent Buyer is aware thereof, threat of any proceeding for any such comments or requests or filing purpose, of any request by the FDIC for the amendment or supplement of the Joint Proxy Statement or for additional information or of any other correspondence from the FDIC in connection with the Joint Proxy Statement that relates to Holding Company or the Merger. Buyer agrees to promptly provide to Holding Company copies of correspondence between Buyer (or any of its representatives and advisors on Buyer’s behalf), on the one hand, and the FDIC, on the other hand as it relates to the Joint Proxy Statement or the Form S-4, and shall provide the other with copies of all correspondence between such party and its Representatives on the one hand and the SEC and its staff on the other hand. If any party hereto becomes aware of any information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Joint Proxy Statement or the Form S-4, then such party shall promptly inform the other parties hereto thereof and shall cooperate with the other parties in filing such amendment or supplement with the SEC and, to the extent required by applicable Law, in mailing such amendment or supplement to the Parent Stockholders and Company StockholdersMerger. (c) Notwithstanding anything to the contrary stated above, prior to filing and mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Parent and the Company hereby agree to provide the other party with a reasonable opportunity to review and comment on such document or response and shall discuss with such other party, and include in such document or response, comments reasonably proposed by the other party.

Joint Proxy Statement. (a) Parent As promptly as practicable after execution of this Agreement, Solitario and the Company MVG shall cooperate to promptly prepare and Solitario shall file with the SEC and in all jurisdictions where the same is required to be filed, a joint management information circular and proxy statement (the "Joint Proxy Statement"), together with any other documents required by the U.S. Securities Act or the Exchange Act, in connection with the Arrangement and the other transactions contemplated hereby, complying in all material respects with all applicable Laws on the date of mailing thereof and containing sufficient detail to enable the MVG Shareholders and Solitario Stockholders to form a reasoned judgement concerning the matters to be considered at the MVG Shareholders Meeting and Solitario Stockholders Meeting, respectively. The Joint Proxy Statement shall constitute (i) the management information circular of MVG with respect to the MVG Shareholders Meeting, and Parent (ii) the proxy statement of Solitario with respect to the Company’s reasonable cooperation) shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectusSolitario Stockholders Meeting. Each of Parent and the Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as As promptly as practicable after such filingthe preliminary Joint Proxy Statement is cleared by the SEC and subject to receipt of the Interim Order, Solitario and each of such parties MVG shall thereafter mail or deliver cause the Joint Proxy Statement to its be mailed to each company's respective shareholders or stockholders, as applicable. Each of Parent and the Company shall, upon request, furnish securityholders entitled to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders or stockholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or applicable law related theretovote. (b) Parent and the Company Each party shall promptly furnish to the other parties all information concerning such party and its securityholders as may be reasonably required in connection with any action contemplated by this Section 0. The Joint Proxy Statement shall comply in all material respects with all applicable requirements of Laws. Each of Solitario and MVG will notify the other upon its, or one promptly of its Subsidiaries’, the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4, shall consult with the other prior to responding to any such comments or requests or filing any amendment or supplement to the Joint Proxy Statement or the Form S-4for additional information, and shall provide will supply the other with copies of all correspondence between such party and its Representatives on the one hand and with the SEC and its staff on the other hand. If any party hereto becomes aware of any information that, pursuant with respect to the Securities Act or the Exchange Act, Joint Proxy Statement. Whenever any event occurs which should be disclosed set forth in an amendment or supplement to the Joint Proxy Statement Statement, Solitario or MVG, as the Form S-4case may be, then such party shall promptly inform the other parties hereto thereof of such occurrence and shall cooperate in filing with the other parties in filing SEC, and/or mailing to securityholders entitled to vote securities of Solitario and MVG, as may be applicable, such amendment or supplement with the SEC and, to the extent required by applicable Law, in mailing such amendment or supplement to the Parent Stockholders and Company Stockholders.supplement. <PAGE> (c) Notwithstanding anything Solitario and MVG shall take any action required to be taken under any applicable Canadian Securities Laws or United States Securities Laws in connection with the issuance of the Consideration Shares and the Arrangement; provided, however, that with respect to the contrary stated aboveblue sky and Canadian provincial qualifications, prior neither Solitario nor MVG shall be required to filing and mailing the Joint Proxy Statement (register or qualify as a foreign corporation or reporting issuer where any amendment such entity is not now so registered or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Parent and the Company hereby agree to provide the other party with a reasonable opportunity to review and comment on such document or response and shall discuss with such other party, and include in such document or response, comments reasonably proposed by the other partyqualified.