Common use of Joint Proxy Statement Clause in Contracts

Joint Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and 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 SEC, the Form S-4 with respect to the Parent Common Shares issuable in the Merger, which will include the Joint Proxy Statement with respect to the Company Shareholder Meeting and Parent Shareholder Meeting. Each of 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 (z) keep the Form S-4 effective for so long as necessary to complete the Merger. Each of the Company and Parent shall furnish all information concerning itself, its affiliates and the holders of its capital stock to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The Form S-4 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 the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand, and all written comments with respect to the Joint Proxy Statement or the Form S-4 received from the SEC and advise the other 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 use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Joint Proxy Statement, and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comment from the SEC with respect to the Form S-4. Notwithstanding the foregoing, prior to filing 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 the Company and Parent shall cooperate and provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response). Parent shall advise the Company, 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 requested in connection with any such actions.

Joint Proxy Statement. (a) As 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 Rowan Organizational Documents, as applicable, joint proxy materials which shall constitute (iA) the Company Scheme Document, which shall also constitute the proxy statement relating to the Scheme Meeting and Parent 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 jointly prepare and cause also take any action required to be filed taken under any applicable state or provincial securities laws in connection with the SEC issuance of the Joint Proxy Statement in preliminary form, and (ii) Parent shall prepare and cause to be filed with the SEC, the Form S-4 with respect to the Parent Common New Ensco Shares issuable in the Merger, which will include the Joint Proxy Statement with respect to the Company Shareholder Meeting Transaction. Ensco and Parent Shareholder Meeting. Each of 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 (z) keep the Form S-4 effective for so long as necessary to complete the Merger. Each of the Company and Parent Rowan shall furnish all information concerning itself, its affiliates Ensco and the holders of its capital stock to Ensco Shareholders and Rowan and the other and provide such other assistance Rowan Shareholders, respectively, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The Form S-4 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 the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand, and all written comments with respect to the Joint Proxy Statement or the Form S-4 received from the SEC and advise the other 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 use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Joint Proxy Statement, and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comment from the SEC with respect to the Form S-4. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any supplement required thereto) and any such action as aforesaid. No filing of, or amendment or supplement thereto) or responding to any comments of to, the SEC with respect thereto, each of the Company and Parent shall cooperate and provide Proxy Statement will be 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 reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response)thereon. Parent shall Each Party will advise the Company, other Party promptly after it receives notice thereofany 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 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 effectiveness mailing thereof and at the time of the Form S-4Ensco Shareholder Meeting, the issuance Scheme Meeting and the Xxxxx XX will not include an untrue statement of any stop order relating thereto a material fact 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 omit to have any such stop order or suspension lifted, reversed or otherwise terminated. Parent shall also take any other action state a material fact required to be taken stated therein or necessary to make the 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, Act and 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 requested in connection with any such actions.

Joint Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement, (i) the Company Telepanel and Parent shall jointly prepare and cause to be filed with the SEC ERS will contemporaneously mail the Joint Proxy Statement to their respective shareholders promptly after the Registration Statement, if filed, becomes effective or (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 promptly as practicable for the purpose of considering and voting upon the Arrangement at the Telepanel Shareholders Meeting and the ERS Charter Changes and related matters at the ERS Stockholders Meeting, and, if necessary, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended supplemental or supplemented proxy materials and, if required in preliminary formconnection therewith, resolicit proxies. Telepanel shall include in the Joint Proxy Statement the recommendation of its Board of Directors described in Section 4.2 hereof, and (ii) Parent ERS shall prepare and cause to be filed with include in the SECJoint 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 Form S-4 Telepanel Shareholder Meeting and the ERS Stockholders Meeting without the prior approval of the other 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 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 Affiliates based upon written information furnished by it. Telepanel will not provide to its shareholders or publish any material concerning it or its Affiliates that violates applicable Canadian law, the Securities Act or the Exchange Act with respect to the Parent Common Shares issuable transactions contemplated hereby. ERS shall be solely responsible for any statement, information or omission in the Merger, which will include 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 Exchange Act with respect to the Company Shareholder Meeting and Parent Shareholder Meetingtransactions contemplated hereby. Each of the Company Telepanel and Parent ERS 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 solicit from its stockholders proxies in all material respects with the applicable provisions favor of the Exchange Act or Securities Act, and (z) keep the Form S-4 effective for so long as necessary to complete the Merger. Each of the Company and Parent shall furnish all information concerning itself, its affiliates and the holders of its capital stock to the other and provide such other assistance as may be reasonably requested proposals set forth in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The Form S-4 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 the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand, and all written comments with respect to the Joint Proxy Statement or the Form S-4 received from the SEC and advise the other 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 use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Joint Proxy Statement, and Parent shall use its reasonable best efforts take such action reasonably necessary or, in the opinion of the other party, reasonably helpful to respond as promptly as practicable to any comment from secure a favorable vote for the SEC with respect to purpose of approving the Form S-4. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing proposals set forth in the Joint Proxy Statement 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 any amendment or supplement thereto(y) or responding ERS shall otherwise request an adjournment in order to any comments attempt to increase the percentage of the SEC with respect thereto, each vote in favor of the Company and Parent shall cooperate and provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response). Parent shall advise the Company, 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 requested in connection with any such actionsforegoing.

Joint Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, Pensare and the Company shall prepare and file with the SEC a joint information statement/proxy statement/prospectus (as amended or supplemented, the “Joint Proxy Statement”) to be sent to the stockholders of the Company and Pensare relating to (i) with respect to the Company’s stockholders, the action taken by certain stockholders of the Company pursuant to the Written Consent, including the notice required pursuant to Sections 228 and Parent shall jointly prepare and cause to be filed with 262 of the SEC the Joint Proxy Statement in preliminary formDGCL, and (ii) Parent shall prepare and cause to be filed with the SEC, the Form S-4 with respect to Pensare’s stockholders, the Parent Common Shares issuable meeting of Pensare’s stockholders (the “Pensare Stockholders’ Meeting”) to be held to consider approval and adoption of the business combination provided for in this Agreement by approving and adopting (A) this Agreement and the MergerTransactions, which will include (B) the Joint Proxy Statement with respect amendments to the Company Shareholder Pensare Certificate of Incorporation set forth in Exhibit A-1, (C) the issuance of Pensare Common Stock as contemplated by this Agreement and pursuant to the Private Placement (if applicable), (D) a proposal to adjourn the Pensare Stockholders’ Meeting, as necessary, to solicit additional proxies if there are not sufficient votes at the time of the Pensare Stockholders’ Meeting to approve the foregoing proposals, and Parent Shareholder Meeting. Each of (E) any other proposals the parties deem necessary to effectuate the Merger and other the Transactions or as may be mutually agreed upon by the Company and Parent shall use its reasonable best efforts to Pensare (x) have collectively, 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 (z) keep the Form S-4 effective for so long as necessary to complete the Merger. Each of the Company and Parent shall furnish all information concerning itself, its affiliates and the holders of its capital stock to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement“Pensare Proposals”). The Form S-4 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 the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand, and all written comments with respect to the Joint Proxy Statement or the Form S-4 received from the SEC and advise the other 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 use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Joint Proxy Statement, and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comment from the SEC with respect to the Form S-4. Notwithstanding the foregoing, prior to filing 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 the Company and Parent shall cooperate and provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response). Parent shall advise the Company, 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 Pensare may be reasonably requested request in connection with any such actionsactions and the preparation of the Joint Proxy Statement. Pensare shall file the definitive Joint Proxy Statement with the SEC and cause the Joint Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the board of directors of Pensare, as promptly as practicable (but in no event later than five (5) Business Days) following the earlier to occur of: (Y) in the event the preliminary Joint Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; or (Z) in the event the preliminary Joint Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC. The Company shall mail or otherwise deliver the Joint Proxy Statement to its stockholders in accordance with the time frame immediately above.

Joint Proxy Statement. (a) As promptly as reasonably practicable following Each party will cooperate with the date other party, and their representatives, in the preparation of this Agreementa joint proxy statement and prospectus and other proxy solicitation materials constituting a part thereof (the “Joint Proxy Statement”), (i) the Company and Parent shall jointly prepare and cause to be filed with the FDIC and SEC in connection with (i) the Joint Proxy Statement in preliminary formsolicitation 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) Parent 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. Each party shall prepare and cause furnish to other party such information relating to it and its directors, officers and stockholders and such party’s business and operations as may be filed reasonably required to comply with SEC and FDIC rules and regulations or SEC and FDIC staff comments in connection with the SECJoint 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 Parent Common Shares issuable 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 the Merger, which will include preliminary and definitive forms and (ii) on all amendments and supplements to the Joint Proxy Statement with respect and all responses to requests for additional information and replies to comments relating to the Company Shareholder Meeting and Parent Shareholder MeetingJoint Proxy Statement a reasonable time prior to filing or submission to the SEC or FDIC. Each of party shall consider in good faith all comments from the Company other party and Parent 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 (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 (z) keep the Form S-4 effective for so long as necessary to complete the Merger. Each of the Company and Parent shall furnish all information concerning itself, its affiliates and the holders of its capital stock to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The Form S-4 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 the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand, and all written comments with respect to cause the Joint Proxy Statement or the Form S-4 received from to be cleared by the SEC and advise FDIC for use in definitive form as promptly as reasonably practicable after the other party of any oral comments with respect preliminary filing thereof and to the cause a definitive Joint Proxy Statement or the Form S-4 received from the SECto be mailed to their respective stockholders as promptly as reasonably practicable thereafter. Each of the Company and Parent shall Buyer also agrees to use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Joint Proxy Statement, obtain all necessary state securities law or “Blue Sky” permits and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comment from the SEC with respect to the Form S-4. Notwithstanding the foregoing, prior to filing 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 the Company and Parent shall cooperate and provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response). Parent shall advise the Company, 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 approvals required to be taken under carry out 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 requested in connection with any such actionstransactions contemplated by this Agreement.

Joint Proxy Statement. (a) As 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 Rowan Organizational Documents, as applicable, joint proxy materials which shall constitute (iA) the Company Scheme Document, which shall also constitute the proxy statement relating to the Scheme Meeting and Parent 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 jointly prepare and cause also take any action required to be filed taken under any applicable state or provincial securities laws in connection with the SEC issuance of the Joint Proxy Statement in preliminary form, and (ii) Parent shall prepare and cause to be filed with the SEC, the Form S-4 with respect to the Parent Common New Ensco Shares issuable in the Merger, which will include the Joint Proxy Statement with respect to the Company Shareholder Meeting Transaction. Ensco and Parent Shareholder Meeting. Each of 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 (z) keep the Form S-4 effective for so long as necessary to complete the Merger. Each of the Company and Parent Rowan shall furnish all information concerning itself, its affiliates Ensco and the holders of its capital stock to Ensco Shareholders and Rowan and the other and provide such other assistance Rowan Shareholders, respectively, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The Form S-4 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 the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand, and all written comments with respect to the Joint Proxy Statement or the Form S-4 received from the SEC and advise the other 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 use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Joint Proxy Statement, and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comment from the SEC with respect to the Form S-4. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any supplement required thereto) and any such action as aforesaid. No filing of, or amendment or supplement thereto) or responding to any comments of to, the SEC with respect thereto, each of the Company and Parent shall cooperate and provide Proxy Statement will be 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 reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response)thereon. Parent shall Each Party will advise the Company, other Party promptly after it receives notice thereofany 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 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 effectiveness mailing thereof and at the time of the Form S-4Ensco Shareholder Meeting, the issuance Scheme Meeting and the Rxxxx XX will not include an untrue statement of any stop order relating thereto a material fact 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 omit to have any such stop order or suspension lifted, reversed or otherwise terminated. Parent shall also take any other action state a material fact required to be taken stated therein or necessary to make the 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, Act and 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 requested in connection with any such actions.

Joint Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement, (i) the The Company and Parent shall jointly agree to promptly prepare a joint proxy statement and cause to be filed with prospectus and other proxy solicitation materials constituting a part thereof (the SEC the “Joint Proxy Statement in preliminary form, Statement”) and (ii) Parent shall prepare and cause to be filed with the SEC, the Form S-4 with respect to the Parent Common Shares issuable in the Merger, which will include file the Joint Proxy Statement with respect to the Company Shareholder Meeting SEC and Parent Shareholder Meeting. Each FDIC in connection with (i) the solicitation 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 the preparation of the Joint Proxy Statement. Each party shall prepare and furnish to other party such information relating to it and its directors, officers and stockholders and such party’s business and operations as may be reasonably required to comply with SEC and FDIC rules and regulations or 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 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 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 (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 (z) keep the Form S-4 effective for so long as necessary to complete the Merger. Each of the Company and Parent shall furnish all information concerning itself, its affiliates and the holders of its capital stock to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The Form S-4 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 the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand, and all written comments with respect to cause the Joint Proxy Statement or the Form S-4 received from to be cleared by the SEC and advise FDIC for use in definitive form as promptly as reasonably practicable after the other party of any oral comments with respect preliminary filing thereof and to the cause a definitive Joint Proxy Statement or the Form S-4 received from the SECto be mailed to their respective stockholders as promptly as reasonably practicable thereafter. Each of the Company and Parent shall also agrees to use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Joint Proxy Statement, obtain all necessary state securities law or “Blue Sky” permits and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comment from the SEC with respect to the Form S-4. Notwithstanding the foregoing, prior to filing 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 the Company and Parent shall cooperate and provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response). Parent shall advise the Company, 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 approvals required to be taken under carry out 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 requested in connection with any such actionstransactions contemplated by this Agreement.