Common use of Preparation of Disclosure Documents Clause in Contracts

Preparation of Disclosure Documents. (a) As soon as practicable following the date of this Agreement, the Company and Parent shall prepare the Proxy Statement/Prospectus and Parent shall, in cooperation with the Company, prepare and file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included. Each of the Company and Parent shall use commercially reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Company shall mail the Proxy Statement/Prospectus to its shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate supplemental or amended proxy material, and, if required in connection therewith, resolicit proxies. (i) The Company shall, as soon as practicable following the date the Registration Statement is declared effective, duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the required shareholder votes with respect to this Agreement, (ii) the Company Board, subject to Section 4.10(b), shall give its unqualified recommendation that its shareholders adopt this Agreement and (iii) Company shall take all lawful action to solicit such adoption. No withdrawal, modification, change or qualification in the recommendation of the Company Board (or any committee of the Company Board) shall change the approval of the Company Board for purposes of causing any state takeover statute or other state law to be inapplicable to the transactions contemplated hereby, or change the obligation of the Company to present this Agreement for adoption at the Company Shareholders Meeting. (c) Except as required by applicable Law, no amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement shall be made by Parent or the Company without the approval of the other party (which shall not be unreasonably withheld or delayed). Each party shall advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order by the SEC, or of any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Preparation of Disclosure Documents. (a) As soon as practicable following the date of this Agreement, the Company and Parent shall prepare the Proxy Statement/Prospectus. Company shall, in cooperation with Parent, file the Proxy Statement/Prospectus with the SEC as its preliminary proxy statement and Parent shall, in cooperation with the Company, prepare and file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included. Each of the Company and Parent shall use commercially reasonable best commercial efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Company shall mail the Proxy Statement/Prospectus to its shareholders stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate supplemental or amended proxy material, and, if required in connection therewith, resolicit proxies. (i) The Company shall, as soon as practicable following the date the Registration Statement is declared effective, duly call, give notice of, convene and hold a meeting of its shareholders stockholders (the “"Company Shareholders Stockholders Meeting”") for the purpose of obtaining the required shareholder stockholder votes with respect to this Agreement, (ii) the Board of Directors of the Company, unless otherwise required pursuant to the applicable fiduciary duties of the Board of Directors of Company Board, subject to Section 4.10(bthe stockholders of Company (as determined in good faith by the Board of Directors of the Company after consulting with outside counsel), shall give its unqualified recommendation that its shareholders stockholders adopt this Agreement and (iii) Company shall take all lawful action to solicit such adoption. No withdrawal, modification, change or qualification in the recommendation of the Board of Directors of the Company Board (or any committee of the Company BoardBoard of Directors of the Company) shall change the approval of the Board of Directors of the Company Board for purposes of causing any state takeover statute or other state law to be inapplicable to the transactions contemplated hereby, or change the obligation of the Company to present this the Merger Agreement for adoption at the Company Shareholders Stockholders Meeting. Company agrees to give Parent written notice at least 48 hours prior to publicly indicating any withdrawal, modification, change or qualification in the recommendation of the Board of Directors of the Company; provided, however, that no such advance notice shall be required prior to such a public indication within 10 days of the date scheduled for the Company Stockholders Meeting in the Proxy Statement/Prospectus. (c) Except as required by applicable Lawlaw, no amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement shall be made by Parent or the Company without the approval of the other party (which shall not be unreasonably withheld or delayed). Each party shall advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order by the SEC, or of any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Company shall use reasonable efforts to cause to be delivered to Parent a letter from Company's independent public accountants, dated the date on which the Registration Statement shall become effective, addressed to Company and Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.

Preparation of Disclosure Documents. (a) As soon as practicable following the date of this Agreement, the Company and Parent shall prepare the F-4, the Report and Proxy Statement/Prospectus . The Company shall, in cooperation with Parent, file the Proxy Statement with the SEC as its preliminary proxy statement and Parent shall, in cooperation with the Company, prepare and file with the SEC the Registration StatementF-4, in which the Proxy Statement/Prospectus Statement will be included, and the Report with the ISA. Each of the Company and Parent shall use commercially reasonable best commercial efforts to have the Registration Statement F-4 filed no later than July 15, 2002 and declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement F-4 effective as long as is necessary to consummate the Merger. Each of the Company and Parent shall use reasonable commercial efforts to respond to any clarification request issued by the ISA regarding the Report. The Company shall mail the Proxy Statement/Prospectus Statement to its shareholders stockholders as promptly as practicable after the Registration Statement F-4 is declared effective under the Securities Act and, if necessaryrequired under applicable securities laws, after the Proxy Statement/Prospectus Statement shall have been so mailed, promptly circulate supplemental or amended proxy material, and, if required in connection therewith, resolicit proxies. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which Parent is not now so qualified) required to be taken under any applicable United States and state securities laws in connection with the issuance of shares of Parent Stock in connection with the Merger, and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock as may be reasonably requested in connection with any such action. (i) The Company shall, as soon as practicable following the date of this Agreement and the Registration Statement is declared effectiveeffectiveness of the F-4, duly call, give notice of, convene and hold a meeting of its shareholders stockholders (the “Company Shareholders Meeting”"COMPANY STOCKHOLDERS MEETING") for the purpose of obtaining the required shareholder stockholder votes with respect to this Agreement, (ii) the Company Board, subject Board unless otherwise required pursuant to Section 4.10(bthe applicable fiduciary duties of the Company Board to the stockholders of the Company (as determined in good faith by the Company Board based upon the advice of outside counsel), shall give its unqualified recommendation that its shareholders adopt recommend adoption of this Agreement by its stockholders, and (iii) the Company shall take all lawful action to solicit such adoption. No withdrawal. (i) Parent shall, modification, change or qualification in with the recommendation assistance of the Company Board as provided above and in accordance with the Securities Law, 1968, and the regulations issued thereunder (or any committee the "ISRAELI SECURITIES LAW"), prepare and submit to the ISA the Report, within seven (7) days following approval by the Parent's board of directors of the Company BoardShare Issuance, and shall use reasonable commercial efforts to respond to any clarification requested by the ISA and shall comply with all applicable legal requirements and (ii) shall change if necessary, after the approval of the Company Board for purposes of causing any state takeover statute Report has been so filed, promptly circulate amended, supplemental or other state law to be inapplicable to the transactions contemplated hereby, or change the obligation of the Company to present this Agreement for adoption at the Company Shareholders Meetingsupplemented materials. (cd) Except as required by applicable Lawlaw, no amendment or supplement to the Proxy Statement/Prospectus Statement or the Registration Statement F-4 or to the Report shall be made by Parent or the Company without the approval of the other party (which approval shall not be unreasonably withheld or delayedwithheld). Each party shall advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement F-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order by order, of the SECsuspension of the qualification of shares of Parent Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement/Prospectus Statement or the Registration Statement F-4 or comments thereon and responses thereto or requests by the SEC for additional information or any request by the ISA for amendment of the Report or comments thereon and responses thereto or requests by the ISA for additional information. Each party shall cooperate with the other party in responding to any request by the SEC or ISA for additional information, and shall promptly provide such information to the other party or to the SEC or ISA, as the situation may require.

Preparation of Disclosure Documents. (a) As soon as practicable following the date of this Agreement, the Company and Parent shall prepare the Proxy Statement/Statement/ Prospectus and Parent shall, in cooperation with the Company, prepare and file with the SEC the Registration Statement, in which the Proxy Statement/Statement/ Prospectus will be included. Parent shall not be required to file the Registration Statement until the Company has advised it that the condition set forth in Section 6.2(c)(iii) has been satisfied. Each of the Company and Parent shall use commercially reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Company and Parent shall mail the Proxy Statement/Statement/ Prospectus to its their shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Statement/ Prospectus shall have been so mailed, promptly circulate supplemental or amended proxy material, and, if required in connection therewith, resolicit proxies. (b) (i) The Company and Parent shall, as soon as practicable following the date the Registration Statement is declared effective, duly call, give notice of, convene and hold a meeting meetings of its their shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the required shareholder votes with respect to this Agreement, (ii) the Company Board and the Parent Board, subject to Section 4.10(b), shall give its unqualified recommendation recommend that its their shareholders adopt this Agreement Agreement, and (iii) the Company and Parent shall take all lawful action to solicit such adoption. No withdrawal, modification, change or qualification in the recommendation of the Company Board or the Parent Board (or any committee of the Company Board or the Parent Board) shall change the approval of the Company Board or the Parent Board for purposes of causing any state takeover statute or other state law to be inapplicable to the transactions contemplated hereby, or change the obligation of the Company or Parent to present this Agreement for adoption at the Company their Shareholders Meeting. (c) Except as required by applicable Law, no amendment or supplement to the Proxy Statement/Statement/ Prospectus or the Registration Statement shall be made by Parent or the Company without the approval of the other party (which shall not be unreasonably withheld or delayed). Each party shall advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order by the SEC, or of any request by the SEC for amendment of the Proxy Statement/Statement/ Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Preparation of Disclosure Documents. (a) As soon as practicable practical following the date of this Agreement, the Company G&M and Parent ECPN shall prepare the Proxy Statement/Prospectus and Parent Prospectus. G&M shall, in cooperation with ECPN, file the CompanyProxy Statement/Prospectus with the SEC as its preliminary Proxy Statement/Prospectus and ECPN shall, in cooperation with G&M, prepare and file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included. Each of the Company G&M and Parent ECPN shall use commercially reasonable best commercial efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Company G&M shall use reasonable commercial efforts to mail the Proxy Statement/Prospectus to its shareholders stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate supplemental or amended proxy proxy/prospectus material, and, if required in connection therewith, resolicit proxies. ECPN shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of ECPN Common Stock in the Merger and G&M shall furnish all information concerning G&M and the stockholders of G&M as may be reasonably requested in connection with any such action. (i) The Company shall, as soon as practicable following the date the Registration Statement is declared effective, duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the required shareholder votes with respect to this Agreement, (ii) the Company Board, subject to Section 4.10(b), shall give its unqualified recommendation that its shareholders adopt this Agreement and (iii) Company shall take all lawful action to solicit such adoption. No withdrawal, modification, change or qualification in the recommendation of the Company Board (or any committee of the Company Board) shall change the approval of the Company Board for purposes of causing any state takeover statute or other state law to be inapplicable to the transactions contemplated hereby, or change the obligation of the Company to present this Agreement for adoption at the Company Shareholders Meeting. (cb) Except as required by applicable Lawlaw, no amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement shall be made by Parent ECPN or the Company G&M without the approval of the other party (which shall not be unreasonably withheld or delayed). Each party shall advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order by or the SECsuspension of the qualification of the ECPN Common Stock issuable in connection with the merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Preparation of Disclosure Documents. (a) As soon as practicable practical following the date of this Agreement, the Company Gold and Parent Minerals and ECPN shall prepare the Proxy Statement/Prospectus Prospectus. Gold and Parent Minerals shall, in cooperation with ECPN, file the CompanyProxy Statement/Prospectus with the SEC as its preliminary proxy statement and ECPN shall, in cooperation with Gold and Minerals, prepare and file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included. Each of the Company Gold and Parent Minerals and ECPN shall use commercially reasonable best commercial efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Company Each of Gold and Minerals and ECPN shall use reasonable commercial efforts to mail the Proxy Statement/Prospectus to its shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate supplemental or amended proxy material, and, if required in connection therewith, resolicit proxies. ECPN shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities Laws in connection with the issuance of ECPN Common Stock in the Merger and Gold and Minerals shall furnish all information concerning Gold and Minerals and the holders of the Gold and Minerals Common Stock as may be reasonably requested in connection with any such action. (i) The Company shall, as soon as practicable following the date the Registration Statement is declared effective, duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the required shareholder votes with respect to this Agreement, (ii) the Company Board, subject to Section 4.10(b), shall give its unqualified recommendation that its shareholders adopt this Agreement and (iii) Company shall take all lawful action to solicit such adoption. No withdrawal, modification, change or qualification in the recommendation of the Company Board (or any committee of the Company Board) shall change the approval of the Company Board for purposes of causing any state takeover statute or other state law to be inapplicable to the transactions contemplated hereby, or change the obligation of the Company to present this Agreement for adoption at the Company Shareholders Meeting. (cb) Except as required by applicable Lawlaw, no amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement shall be made by Parent ECPN or the Company Gold and Minerals without the approval of the other party (which shall not be unreasonably withheld or delayed). Each party shall advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order by or the SECsuspension of the qualification of the ECPN Common Stock issuable in connection with the merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Preparation of Disclosure Documents. (a) As soon as practicable practical following the date of this Agreement, the Company and Parent shall prepare the Proxy Statement/Prospectus. Company shall, in cooperation with Parent, file the Proxy Statement/Prospectus with the SEC as its preliminary proxy statement and Parent shall, in cooperation with the Company, prepare and file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included. Each of the Company and Parent shall use commercially reasonable best commercial efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the First Merger. The Company shall mail the Proxy Statement/Prospectus to its shareholders stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate supplemental or amended proxy material, and, if required in connection therewith, resolicit proxies. (b) (i) The Company shall, as soon as practicable following the date the Registration Statement is declared effective, duly call, give notice of, convene and hold a meeting of its shareholders stockholders (the “Company Shareholders Stockholders Meeting”) for the purpose of obtaining the required shareholder stockholder votes with respect to this Agreement, (ii) the Board of Directors of Company, unless otherwise required pursuant to the applicable fiduciary duties of the Board of Directors of Company Board, subject to Section 4.10(bthe stockholders of Company (as determined in good faith by the Board of Directors of Company after consulting with outside counsel), shall give its unqualified recommendation that its shareholders stockholders adopt this Agreement and (iii) Company shall take all lawful action to solicit such adoption. No withdrawal, modification, change or qualification in the recommendation of the Board of Directors of Company Board (or any committee of the Company BoardBoard of Directors of Company) shall change the approval of the Board of Directors of Company Board for purposes of causing any state takeover statute or other state law to be inapplicable to the transactions contemplated hereby, or change the obligation of the Company to present this the Merger Agreement for adoption at the Company Shareholders Stockholders Meeting. Company agrees to give Parent written notice at least 24 hours prior to publicly indicating any withdrawal, modification, change or qualification in the recommendation of the Board of Directors of Company; provided, however, that no such advance notice shall be required prior to such a public indication within ten (10) days of the date scheduled for the Company Stockholders Meeting in the Proxy Statement/Prospectus. (c) Except as required by applicable Lawlaw, no amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement shall be made by Parent or the Company without the approval of the other party (which shall not be unreasonably withheld or delayed). Each party shall advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order by the SEC, or of any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Company shall use reasonable commercial efforts to cause to be delivered to Parent’s Board of Directors a letter from Company’s independent public accountants, dated the date on which the Registration Statement shall become effective, addressed to Company, Parent and Parent’s Board of Directors, in form and substance reasonably satisfactory to Parent and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.

Preparation of Disclosure Documents. (a) As soon as practicable following the date of this Agreement, the Company and Parent shall prepare the Proxy Statement/Prospectus. The Company shall, in cooperation with Parent, file the Proxy Statement/Prospectus with the SEC and Parent shall, in cooperation with the Company, prepare and file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included. Each of the Company and Parent shall use commercially reasonable best commercial efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Company shall mail the Proxy Statement/Prospectus to its shareholders stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate supplemental or amended proxy material, and, if required in connection therewith, resolicit proxies. (i) The Company shall, as soon as practicable following the date the Registration Statement is declared effective, duly call, give notice of, convene and hold a meeting of its shareholders stockholders (the “"Company Shareholders Stockholders Meeting”") for the purpose of obtaining the required shareholder votes stockholder vote with respect to this Agreement, Agreement and (ii) unless otherwise required pursuant to the applicable fiduciary duties of the Board of Directors of the Company Board, subject to Section 4.10(bthe stockholders of the Company (as determined in good faith by the Board of Directors of the Company after consulting with outside counsel), (x) the Board of Directors of the Company shall give its unqualified recommendation that its shareholders stockholders adopt this Agreement and (iiiy) the Company shall take all lawful action to solicit such adoption. No withdrawal, modification, change or qualification in the recommendation of the Company Board (or any committee of Directors of the Company Board) shall change the approval of the Board of Directors of the Company Board for purposes of causing any state takeover statute or other state law to be inapplicable to the transactions contemplated hereby, or change the obligation of the Company to present this the Merger Agreement for adoption at the Company Shareholders Stockholders Meeting. The Company agrees to give Parent written notice at least three business days prior to publicly indicating any withdrawal, modification, change or qualification in the recommendation of the Board of Directors of the Company; provided, however, that no such advance notice shall be required prior to such a public indication within three business days of the date scheduled for the Company Stockholders Meeting in the Proxy Statement/Prospectus. (c) Except as required by applicable Lawlaw, no amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement shall be made by Parent or the Company without the approval of the other party (which shall not be unreasonably withheld or delayed). Each party shall advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order by the SEC, or of any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Preparation of Disclosure Documents. (a) As soon as practicable following the date of this Agreement, the Company and Parent shall prepare the Proxy Statement/Prospectus. The Company shall, in cooperation with Parent, file the Proxy Statement/Prospectus with the SEC as its preliminary proxy statement and Parent shall, in cooperation with the Company, prepare and file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included. Each of the Company and Parent shall use commercially reasonable best commercial efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Company shall mail the Proxy Statement/Prospectus to its shareholders stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate supplemental or amended proxy material, and, if required in connection therewith, resolicit proxies. (i) The Company shall, as soon as practicable following the date of this Agreement and the effectiveness of the Registration Statement is declared effectiveStatement, duly call, give notice of, convene and hold a meeting of its shareholders stockholders (the “"Company Shareholders Stockholders Meeting”") for the purpose of obtaining the required shareholder stockholder votes with respect to this Agreement, (ii) the Board of Directors of the Company, unless otherwise required pursuant to the applicable fiduciary duties of the Board of Directors of the Company Board, subject to Section 4.10(bthe stockholders of the Company (as determined in good faith by the Board of Directors of the Company after consulting with outside counsel), shall give its unqualified recommendation that its shareholders stockholders adopt this Agreement and (iii) the Company shall take all lawful action to solicit such adoption. No withdrawal, modification, change or qualification in the recommendation of the Company Board (or any committee of Directors of the Company Board) shall change the approval of the Board of Directors of the Company Board for purposes of causing any state takeover statute or other state law to be inapplicable to the transactions contemplated hereby, or change the obligation of the Company to present this the Merger Agreement for adoption at a the Company Shareholders Stockholders Meeting. The Company agrees to give Parent written notice at least three business days prior to publicly indicating any withdrawal, modification, change or qualification in the recommendation of the Board of Directors of the Company. (c) Except as required by applicable Lawlaw, no amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement shall be made by Parent or the Company without the approval of the other party (which shall not be unreasonably withheld or delayed). Each party . (d) The Company shall advise use reasonable efforts to cause to be delivered to Parent a letter from the other partyCompany's independent public accountants, promptly after it receives notice thereof, of dated the time when date on which the Registration Statement has shall become effective or any supplement or amendment has been filedeffective, of addressed to the issuance of any stop order Company and Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for comfort letters delivered by the SEC, or of any request by the SEC for amendment of the Proxy Statement/Prospectus or independent public accountants in connection with registration statements similar to the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationStatement.

Preparation of Disclosure Documents. (a) As soon as practicable following the date of this Agreement, the Company CGI and Parent Genzyme shall prepare the Proxy Statement/Prospectus and Parent Prospectus. CGI shall, in cooperation with Genzyme, file the CompanyProxy Statement/Prospectus with the SEC as its preliminary proxy statement and Genzyme shall, in cooperation with CGI, prepare and file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included. Each of the Company CGI and Parent Genzyme shall use commercially reasonable best commercial efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Company CGI shall mail the Proxy Statement/Prospectus to its shareholders stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate supplemental or amended proxy material, and, if required in connection therewith, resolicit proxies. (i) The Company CGI shall, as soon as practicable following the date of this Agreement and the effectiveness of the Registration Statement is declared effectiveStatement, duly call, give notice of, convene and hold a meeting of its shareholders stockholders (the “Company Shareholders "CGI Stockholders Meeting”") for the purpose of obtaining the required shareholder stockholder votes with respect to this Agreement, including any required votes by holders of the CGI Series B Convertible Preferred Stock, and any other vote of the CGI Series B Convertible Stock reasonably requested by Genzyme, (ii) the Company BoardBoard of Directors of CGI, subject unless otherwise required pursuant to Section 4.10(bthe applicable fiduciary duties of the Board of Directors of CGI to the stockholders of CGI (as determined in good faith by the Board of Directors of CGI based upon the advice of outside counsel), shall give its unqualified recommendation that its shareholders adopt recommend adoption of this Agreement by its stockholders and (iii) Company CGI shall take all lawful action to solicit such adoption. No withdrawal, modification, change or qualification in the recommendation of the Company Board (or any committee of the Company Board) shall change the approval of the Company Board for purposes of causing any state takeover statute or other state law to be inapplicable to the transactions contemplated hereby, or change the obligation of the Company to present this Agreement for adoption at the Company Shareholders Meeting. (c) Except as required by applicable Lawlaw, no amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement shall be made by Parent Genzyme or the Company CGI without the approval of the other party (which shall not be unreasonably withheld or delayedwithheld). Each party shall advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order by the SEC, or of any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) CGI shall use reasonable efforts to cause to be delivered to Genzyme a letter from CGI's independent public accountants, dated the date on which the Registration Statement shall become effective, addressed to CGI and Genzyme, in form and substance reasonably satisfactory to Genzyme and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.

Preparation of Disclosure Documents. (a) As soon as practicable following the date of this Agreement, the Company Biomatrix and Parent Genzyme shall prepare the Proxy Statement/Prospectus Prospectus. Biomatrix and Parent Genzyme shall, in cooperation with the Companyother, file the Proxy Statement/Prospectus with the SEC as its preliminary proxy statement and Genzyme shall, in cooperation with Biomatrix, prepare and file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included. Each of the Company Biomatrix and Parent Genzyme shall use commercially reasonable best commercial efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Company Biomatrix shall mail the Proxy Statement/Prospectus to its shareholders stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate supplemental or amended proxy material, and, if required in connection therewith, resolicit proxies. Genzyme shall mail the Proxy Statement/Prospectus to its holders of Common Stock as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate supplemental or amended proxy material, and, if required in connection therewith, resolicit proxies. (i) The Company Biomatrix shall, as soon as practicable following the date of this Agreement and the effectiveness of the Registration Statement is declared effectiveStatement, duly call, give notice of, convene and hold a meeting of its shareholders stockholders (the “Company Shareholders Meeting”"BIOMATRIX STOCKHOLDERS MEETING") for the purpose of obtaining the required shareholder stockholder votes with respect to this Agreement, (ii) the Company BoardBoard of Directors of Biomatrix, subject unless otherwise required pursuant to Section 4.10(bthe applicable fiduciary duties of the Board of Directors of Biomatrix to the stockholders of Biomatrix (as determined in good faith by the Board of Directors of Biomatrix based upon the advice of outside counsel), shall give its unqualified recommendation that its shareholders adopt recommend adoption of this Agreement by its stockholders and (iii) Company Biomatrix shall take all lawful action to solicit such adoption. No withdrawal, modification, change or qualification in the recommendation of the Company Board (or any committee of the Company Board) shall change the approval of the Company Board for purposes of causing any state takeover statute or other state law to be inapplicable to the transactions contemplated hereby, or change the obligation of the Company to present this Agreement for adoption at the Company Shareholders Meeting. (ci) Genzyme shall, as soon as practicable following the date of this Agreement and the effectiveness of the Registration Statement, duly call, give notice of, convene and hold a meeting of its holders of Common Stock (the "GENZYME STOCKHOLDERS MEETING") for the purpose of obtaining the required stockholder votes with respect to the Reorganization and the issuance of the shares of GBS Division Common Stock pursuant to this Agreement, (ii) the Board of Directors of Genzyme, unless otherwise required pursuant to the applicable fiduciary duties of the Board of Directors of Genzyme to the stockholders of Genzyme (as determined in good faith by the Board of Directors of Genzyme based upon the advice of outside counsel), shall recommend approval by its stockholders of the Reorganization and the issuance of the shares of GBS Division Common Stock pursuant to this Agreement and (iii) Genzyme shall take all lawful action to solicit such approval. (d) Except as required by applicable Lawlaw, no amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement shall be made by Parent Genzyme or the Company Biomatrix without the approval of the other party (which shall not be unreasonably withheld or delayedwithheld). Each party shall advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order by the SEC, or of any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (e) Biomatrix shall use reasonable efforts to cause to be delivered to Genzyme a letter from Biomatrix's independent public accountants, dated the date on which the Registration Statement shall become effective, addressed to Biomatrix, Genzyme and their boards of directors, in form and substance reasonably satisfactory to Genzyme and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.