Common use of Preparation of and Filing of Form 20-F and Form F-4 Clause in Contracts

Preparation of and Filing of Form 20-F and Form F-4. (a) As promptly as practicable after the execution of this Agreement and in any event, before April 30, 2012, each of Company Y and Company T shall prepare and file with the SEC its annual report on Form 20-F covering fiscal year 2011 (the “2011 Form 20-F”). As promptly as practicable after the filing of the 2011 Form 20-F by each of Company Y and Company T, Company Y shall, with the assistance of Company T, prepare and file with the SEC a registration statement on Form F-4 with respect to the Company Y Class A Shares to be issued with the Merger. Company Y shall promptly respond to any comments made by the SEC regarding the Form F-4 and shall use its reasonable best efforts to have the Form F-4 declared effective under the Securities Act promptly. No filing of, or amendment or supplement to, the Form F-4 will be made by Company Y without providing Company T a reasonable opportunity to review and comment thereon. Each Party shall, (i) as promptly as practicable after the receipt thereof, provide to the other Party copies of any written comments and advise the other Party of any oral comments, with respect to the Form 20-F or Form F-4 received from the staff of the SEC, (ii) provide the other Party a reasonable opportunity to review the Party’s proposed response to such comments, and (iii) include in the Party’s written response to such comments any comments reasonably proposed by the other Party. Company T shall furnish as promptly as practicable such information concerning Company T reasonably requested by Company Y in connection with the Form F-4 or other filings required under applicable Law.

Preparation of and Filing of Form 20-F and Form F-4. (a) As promptly as practicable after the execution of this Agreement and in any event, before April 30, 2012, each of Company Y and Company T shall prepare and file with the SEC its annual report on Form 20-F covering fiscal year 2011 (the “"2011 Form 20-F”"). As promptly as practicable after the filing of the 2011 Form 20-F by each of Company Y and Company T, Company Y shall, with the assistance of Company T, prepare and file with the SEC a registration statement on Form F-4 with respect to the Company Y Class A Shares to be issued with the Merger. Company Y shall promptly respond to any comments made by the SEC regarding the Form F-4 and shall use its reasonable best efforts to have the Form F-4 declared effective under the Securities Act promptly. No filing of, or amendment or supplement to, the Form F-4 will be made by Company Y without providing Company T a reasonable opportunity to review and comment thereon. Each Party shall, (i) as promptly as practicable after the receipt thereof, provide to the other Party copies of any written comments and advise the other Party of any oral comments, with respect to the Form 20-F or Form F-4 received from the staff of the SEC, (ii) provide the other Party a reasonable opportunity to review the Party’s 's proposed response to such comments, and (iii) include in the Party’s 's written response to such comments any comments reasonably proposed by the other Party. Company T shall furnish as promptly as practicable such information concerning Company T reasonably requested by Company Y in connection with the Form F-4 or other filings required under applicable Law.