Common use of Preparation of Proxy Statement and Registration Statement Clause in Contracts

Preparation of Proxy Statement and Registration Statement. (a) Parent will promptly furnish to the Company such data and information relating to it, its Subsidiaries (including Merger Sub) and the holders of Parent Capital Stock, as the Company may reasonably request for the purpose of including such data and information in the Proxy Statement and any amendments or supplements thereto used by the Company to obtain the Company Shareholder Approval. The Company will promptly furnish to Parent such data and information relating to it, its Subsidiaries, the MSR Entities and the holders of Company Capital Stock, as Parent may reasonably request for the purpose of including such data and information in the Registration Statement (including the Proxy Statement) and any amendments or supplements thereto. (b) Promptly following the date hereof, the Company and Parent shall cooperate in preparing and shall cause to be filed with the SEC a mutually acceptable Proxy Statement relating to the matters to be submitted to the holders of Company Common Stock at the Company Shareholders Meeting, and Parent shall prepare and file with the SEC the Registration Statement (of which the Proxy Statement will be a part). The Company and Parent shall each use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent and the Company shall each use its commercially reasonable efforts to cause the Registration Statement to become effective under the Securities Act as soon after such filing as practicable and Parent and the Company shall use commercially reasonable efforts to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of the Company and Parent will advise the other promptly after it receives any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or any request by the SEC for additional information. Each of the Company and Parent shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC in connection with the Transactions to comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto) or mailing the 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 will (i) provide the other with an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) include in such document or response all comments reasonably proposed by the other and (iii) not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that with respect to documents filed by a party that are incorporated by reference in the Proxy Statement or Registration Statement, this right of approval shall apply only with respect to information relating to the other party, its Subsidiaries and its Affiliates, their business, financial condition or results of operations or the Transactions; and provided, further that the Company, in connection with any Company Change of Recommendation may amend or supplement the Proxy Statement (including by incorporation by reference) and make other filings with the SEC, to effect such Company Change of Recommendation. (c) Parent and the Company each shall make all necessary filings with respect to the Merger and the Transactions under the Securities Act and the Exchange Act and applicable blue sky laws and the rules and regulations thereunder. Each party will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock or Parent Preferred Stock issuable in connection with the Merger for offer or sale in any jurisdiction. Each of the Company and Parent will use commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. (d) If at any time prior to the Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, so that 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 that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Company Shareholders.

Preparation of Proxy Statement and Registration Statement. (a) Parent will promptly furnish to and the Company such data will jointly prepare and information relating cause to it, its Subsidiaries be filed with the SEC the Registration Statement (including Merger Subin which the Proxy Statement will be included) and the holders of Proxy Statement and shall use commercially reasonable efforts to cause such filing to be made no later than thirty (30) days after the date hereof. The Company, Parent Capital Stock, as the Company may reasonably request for the purpose of including such data and information Merger Sub shall cooperate with each other in the preparation of the Registration Statement and the Proxy Statement and furnish all information concerning itself and its Affiliates that is required in connection with the preparation of the Registration Statement or Proxy Statement and any amendments or supplements thereto used by the Company to obtain the Company Shareholder Approvalthereto. The Company will promptly furnish to Parent such data and information relating to itNo filing of, its Subsidiariesor amendment or supplement to, the MSR Entities and the holders of Company Capital Stock, as Parent may reasonably request for the purpose of including such data and information in the Registration Statement (including the Proxy Statement) and any amendments or supplements thereto. (b) Promptly following the date hereof, the Company and Parent shall cooperate in preparing and shall cause to be filed with the SEC a mutually acceptable Proxy Statement relating to the matters to be submitted to the holders of Company Common Stock at the Company Shareholders Meeting, and Parent shall prepare and file with the SEC the Registration Statement (of which the Proxy Statement will be a part). The Company and Parent shall each use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent and the Company shall each use its commercially reasonable efforts to cause the Registration Statement to become effective under the Securities Act as soon after such filing as practicable and Parent and the Company shall use commercially reasonable efforts to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of the Company and Parent will advise the other promptly after it receives any request by the SEC for amendment of the Proxy Statement or the Registration Statement or Proxy Statement or response to SEC comments thereon and responses thereto will be made by Parent or any request by the SEC for additional information. Each of the Company and Parent shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC in connection with the Transactions to comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto) or mailing the 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 will (i) provide without providing the other with an Party a reasonable opportunity to review and comment on thereon and such document or response (including the proposed final version of such document or response), (ii) include in such document or response all Party shall give reasonable consideration to any comments reasonably proposed made by the other Party and (iii) not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayedits Representatives; provided, however, that with respect to documents filed by a party that Party related to the Transactions which are incorporated by reference in the Proxy Registration Statement or Registration Proxy Statement, this the other Party’s right of approval to comment shall not apply only with respect to information (if any) relating to the other party, its Subsidiaries and its Affiliates, their filing Party’s business, financial condition or results of operations or operations. Each of Parent and the Transactions; Company shall use its commercially reasonable efforts to (i) cause the Registration Statement and provided, further that the Company, in connection with any Company Change of Recommendation may amend or supplement the Proxy Statement at the date that it (including by incorporation by referenceand any amendment or supplement thereto) is first published, sent, or given to the holders of Company Common Stock and make other filings at the time of the Company Stockholders Meeting, to (A) comply as to form in all material respects with the SECrequirements of the Securities Act and Exchange Act, respectively, and the rules and regulations promulgated thereunder and (B) not contain any untrue statement of a material fact or omit to effect such Company Change state any material fact necessary in order to make the statements made therein, in light of Recommendationthe circumstances under which they were made, not misleading and (ii) have the Registration Statement declared effective under the Securities Act as promptly as practicable after its filing and keep the Registration Statement effective for so long as necessary to consummate the Merger. (cb) Parent and the Company each shall make all necessary filings with respect to the Merger and the Transactions under the Securities Act and the Exchange Act and applicable “blue sky sky” laws and the rules and regulations thereunder. Each party Party will advise the otherother 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, filed or the issuance of any stop order, order or the suspension of the qualification of the Parent Common Stock or Parent Preferred Stock issuable in connection with the Merger for offer offering or sale in any jurisdiction. Each of the Company and Parent will use commercially reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. (dc) If at any time prior to the Effective Time, Parent or the Company discovers any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company directors that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, so that 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 Party that discovers such information shall promptly notify the other party Party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Company Shareholdersstockholders of the Company.

Preparation of Proxy Statement and Registration Statement. (a) Parent will promptly furnish to the Company such data and information relating to it, its Subsidiaries (including Merger Sub) and the holders of Parent Capital Stock, as the Company may reasonably request for the purpose of including such data and information in the Proxy Statement and any amendments or supplements thereto used by the Company to obtain the Company Shareholder Approval. The Company will promptly furnish to Parent such data and information relating to it, its Subsidiaries, the MSR Entities Subsidiaries and the holders of Company Capital Stock, as Parent may reasonably request for the purpose of including such data and information in the Registration Statement (including the Proxy Statement) and any amendments or supplements thereto. (b) Promptly following the date hereof, the Company and Parent shall cooperate in preparing and shall cause to be filed with the SEC a mutually acceptable Proxy Statement relating to the matters to be submitted to the holders of Company Common Stock at the Company Shareholders Meeting, Meeting and Parent shall prepare and file with the SEC the Registration Statement (of which the Proxy Statement will be a part). The Company and Parent shall use reasonable best efforts to cause the Proxy Statement and the Registration Statement to be filed with the SEC within 30 calendar days following the date hereof. The Company and Parent shall each use commercially reasonable best efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent and the Company shall each use its commercially reasonable best efforts to cause the Registration Statement to become effective under the Securities Act as soon after such within 60 calendar days following receipt of comments, if any, of the SEC or its staff following the initial filing as practicable of the Registration Statement, excluding any additional review period by the SEC or its staff, if applicable, and Parent and the Company shall use commercially reasonable best efforts to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of the Company and Parent will advise the other promptly after it receives any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or any request by the SEC for additional information. Each of the Company and Parent shall use commercially reasonable best efforts to cause all documents that it is responsible for filing with the SEC in connection with the Transactions to comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto) or mailing the 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 will (i) provide the other with an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) include in such document or response all comments reasonably proposed by the other and (iii) not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that with respect to documents filed by a party that are incorporated by reference in the Proxy Statement or Registration Statement, this right of approval shall apply only with respect to information relating to the other party, its Subsidiaries and its Affiliates, their business, financial condition or results of operations or the Transactions; and provided, further that the Company, in connection with any Company Change of Recommendation Recommendation, may amend or supplement the Proxy Statement (including by incorporation by reference) and make other filings with the SEC, to effect such Company Change of Recommendation. (c) Parent and the Company each shall make all necessary filings with respect to the Merger and the other Transactions under the Securities Act and the Exchange Act and applicable blue sky laws and the rules and regulations thereunder. Each party will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock or Parent Preferred Stock issuable in connection with the Merger for offer or sale in any jurisdiction. Each of the Company and Parent will use commercially reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. (d) If at any time prior to the Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, so that 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 that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Company Shareholders.

Preparation of Proxy Statement and Registration Statement. (a) Parent will promptly furnish to and the Company such data will jointly prepare and information relating cause to it, its Subsidiaries be filed with the SEC the Registration Statement (including Merger Subin which the Proxy Statement will be included) and the holders of Proxy Statement and shall use commercially reasonable efforts to cause such filing to be made no later than sixty (60) days after the date hereof. The Company, Parent Capital Stock, as the Company may reasonably request for the purpose of including such data and information Merger Sub shall cooperate with each other in the preparation of the Registration Statement and the Proxy Statement and furnish all information concerning itself and its Affiliates that is required in connection with the preparation of the Registration Statement or Proxy Statement and any amendments or supplements thereto used by the Company to obtain the Company Shareholder Approvalthereto. The Company will promptly furnish to Parent such data and information relating to itNo filing of, its Subsidiariesor amendment or supplement to, the MSR Entities and the holders of Company Capital Stock, as Parent may reasonably request for the purpose of including such data and information in the Registration Statement (including the Proxy Statement) and any amendments or supplements thereto. (b) Promptly following the date hereof, the Company and Parent shall cooperate in preparing and shall cause to be filed with the SEC a mutually acceptable Proxy Statement relating to the matters to be submitted to the holders of Company Common Stock at the Company Shareholders Meeting, and Parent shall prepare and file with the SEC the Registration Statement (of which the Proxy Statement will be a part). The Company and Parent shall each use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent and the Company shall each use its commercially reasonable efforts to cause the Registration Statement to become effective under the Securities Act as soon after such filing as practicable and Parent and the Company shall use commercially reasonable efforts to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of the Company and Parent will advise the other promptly after it receives any request by the SEC for amendment of the Proxy Statement or the Registration Statement or Proxy Statement or response to SEC comments thereon and responses thereto will be made by Parent or any request by the SEC for additional information. Each of the Company and Parent shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC in connection with the Transactions to comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto) or mailing the 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 will (i) provide without providing the other with an Party a reasonable opportunity to review and comment on thereon and such document or response (including the proposed final version of such document or response), (ii) include in such document or response all Party shall give reasonable consideration to any comments reasonably proposed made by the other Party and (iii) not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayedits Representatives; provided, however, that with respect to documents filed by a party that Party related to the Transactions which are incorporated by reference in the Proxy Registration Statement or Registration Proxy Statement, this the other Party’s right of approval to comment shall not apply only with respect to information (if any) relating to the other party, its Subsidiaries and its Affiliates, their filing Party’s business, financial condition or results of operations or operations. Each of Parent and the Transactions; Company shall use its commercially reasonable efforts to (i) cause the Registration Statement and provided, further that the Company, in connection with any Company Change of Recommendation may amend or supplement the Proxy Statement at the date that it (including by incorporation by referenceand any amendment or supplement thereto) is first published, sent, or given to the holders of Company Common Stock and make other filings at the time of the Company Stockholders Meeting, to (A) comply as to form in all material respects with the SECrequirements of the Securities Act and Exchange Act, respectively, and the rules and regulations promulgated thereunder and (B) not contain any untrue statement of a material fact or omit to effect such Company Change state any material fact necessary in order to make the statements made therein, in light of Recommendationthe circumstances under which they were made, not misleading and (ii) have the Registration Statement declared effective under the Securities Act as promptly as practicable after its filing and keep the Registration Statement effective for so long as necessary to consummate the Merger. (cb) Parent and the Company each shall make all necessary filings with respect to the Merger and the Transactions under the Securities Act and the Exchange Act and applicable “blue sky sky” laws and the rules and regulations thereunder. Each party Party will advise the otherother 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, filed or the issuance of any stop order, order or the suspension of the qualification of the Parent Common Stock or Parent Preferred Stock issuable in connection with the Merger for offer offering or sale in any jurisdiction. Each of the Company and Parent will use commercially reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. (dc) If at any time prior to the Effective Time, Parent or the Company discovers any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company directors that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, so that 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 Party that discovers such information shall promptly notify the other party Party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Company Shareholders.stockholders of the Company. 49

Preparation of Proxy Statement and Registration Statement. (a) Parent will As promptly furnish to the Company such data and information relating to it, its Subsidiaries (including Merger Sub) and the holders of Parent Capital Stock, as the Company may reasonably request for the purpose of including such data and information in the Proxy Statement and any amendments or supplements thereto used by the Company to obtain the Company Shareholder Approval. The Company will promptly furnish to Parent such data and information relating to it, its Subsidiaries, the MSR Entities and the holders of Company Capital Stock, as Parent may reasonably request for the purpose of including such data and information in the Registration Statement (including the Proxy Statement) and any amendments or supplements thereto. (b) Promptly practicable following the date hereofof this Agreement, subject to Xxxxxx’x compliance with the Company immediately succeeding sentence, Mylan shall prepare and Parent shall cooperate in preparing and shall cause to be filed file with the SEC a mutually acceptable Proxy Statement proxy statement in preliminary form relating to the matters to be submitted to the holders shareholders of Company Common Stock Mylan at the Company Shareholders MeetingMeeting (such proxy statement and any amendments or supplements thereto, the “Proxy Statement”) and Parent New Mylan shall prepare and file with the SEC the Registration Statement (of Statement, in which the Proxy Statement will be included as a part)prospectus. The Company Abbott shall furnish all information concerning it, its Affiliates and Parent shall each use commercially the Business (including the Audited Financial Statements as required under Section 7.19) to the Mylan Parties, and provide such other assistance (including using reasonable best efforts to cause assist Mylan in obtaining customary accountants’ comfort and consent letters from Xxxxxx’x accountants), as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and the Registration Statement and Statement. (b) Mylan shall cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent and the Company shall each use its commercially reasonable efforts to cause the Registration Statement to become effective under the Securities Act as soon after such filing as practicable and Parent and the Company shall use commercially reasonable efforts to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of the Company and Parent will advise the other promptly after it receives any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or any request by the SEC for additional information. Each of the Company and Parent shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC in connection with the Transactions to comply as to form and substance in all material respects with the applicable requirements provisions of the Exchange Act, except that no covenant is made by the Mylan Parties with respect to statements made or incorporated by reference therein based on information supplied by Abbott. Mylan shall cause the Registration Statement to comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto) or mailing the 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 will (i) provide the other with an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) include in such document or response all comments reasonably proposed except that no covenant is made by the other and (iii) not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that Mylan Parties with respect to documents filed by a party that are statements made or incorporated by reference in the Proxy Statement or Registration Statement, this right of approval shall apply only with respect to therein based on information relating to the other party, its Subsidiaries and its Affiliates, their business, financial condition or results of operations or the Transactions; and provided, further that the Company, in connection with any Company Change of Recommendation may amend or supplement the Proxy Statement (including supplied by incorporation by reference) and make other filings with the SEC, to effect such Company Change of RecommendationAbbott. (c) Parent and Each Party agrees that none of the Company each shall make all necessary filings with respect information supplied by such Party for inclusion or incorporation by reference in (i) the Proxy Statement shall, on the date mailed to the Merger shareholders of Mylan and at the Transactions under the Securities Act and the Exchange Act and applicable blue sky laws and the rules and regulations thereunder. Each party will advise the other, promptly after it receives notice thereof, time of the time when the Registration Statement has become effective or Shareholders Meeting, contain any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock or Parent Preferred Stock issuable in connection with the Merger for offer or sale in any jurisdiction. Each of the Company and Parent will use commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. (d) If at any time prior to the Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, so that such documents would not include any misstatement untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading or (ii) the Registration Statement shall, at the time the Registration Statement is declared effective under the Securities Act, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (d) The Mylan Parties shall (i) provide Abbott with a reasonable opportunity to review and comment on the Proxy Statement and the Registration Statement (including any amendment or supplement thereto) and any related material communications (including any responses to any comments of the SEC) prior to filing such documents or communications with the SEC, (ii) consider in good faith all comments to such documents or communications reasonably proposed by Abbott and (iii) promptly provide Abbott with a copy of all such documents and communications filed with the SEC. The Mylan Parties shall, as promptly as practicable after receipt thereof, provide Abbott with copies of any written comments and advise Abbott of any oral comments with respect to the Proxy Statement or the Registration Statement received from the staff of the SEC. (e) Mylan shall cause the Proxy Statement to be mailed to its shareholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Mylan shall use reasonable best efforts to take all actions (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state Securities Laws in connection with the consummation of the transactions contemplated in this Agreement. (f) If at any time prior to the Effective Time (i) any Change occurs with respect to the Parties, or any of their respective Affiliates, directors or officers, or (ii) any information relating to the Parties, or any of their respective Affiliates, directors or officers, is discovered by any of the Parties, in the case of each of clauses (i) and (ii), which should be set forth in an amendment or supplement to (A) the Proxy Statement so that the Proxy Statement would not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (B) the Registration Statement so that the Registration Statement wound not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, the party Party that observes such Change or discovers such information shall promptly notify the other party Parties and Mylan or New Mylan, as applicable, shall file as promptly as practicable with the SEC an appropriate amendment or supplement to the Proxy Statement or the Registration Statement, as applicable, describing such Change or information shall be promptly filed with the SEC and, as required by Law, disseminate the information contained in such amendment or supplement to the extent required by applicable Law, disseminated to the Company Shareholdersshareholders of Mylan.

Preparation of Proxy Statement and Registration Statement. (a) Parent will promptly furnish to the Company such data and information relating to it, its Subsidiaries (including Merger Sub) and the holders of Parent Capital Stock, as the Company may reasonably request for the purpose of including such data and information in the Proxy Statement and any amendments or supplements thereto used by the Company to obtain the Company Shareholder Approval. The Company will promptly furnish to Parent such data and information relating to it, its Subsidiaries, the MSR Entities and the holders of Company Capital Stock, as Parent may reasonably request for the purpose of including such data and information in the Registration Statement (including the Proxy Statement) and any amendments or supplements thereto. (b) Promptly following the date hereofExecution Date, the Company Devon and Parent Crosstex shall cooperate in preparing preparing, and shall cause to be filed with the SEC as promptly as practicable and, in any event, within twenty (20) Business Days of the Execution Date, (i) a mutually acceptable proxy statement (together with any amendments thereof or supplements thereto, the “Proxy Statement relating Statement”) in order to seek the Crosstex Stockholder Approval and (ii) a registration statement on Form S-4 to register the issuance of the New Public Rangers Common Units to be issued pursuant to the matters to be submitted to Crosstex Merger (together with all amendments thereto, the holders of Company Common Stock at the Company Shareholders Meeting“Registration Statement”), and Parent shall prepare and file with the SEC the Registration Statement (of in which the Proxy Statement will be included as a part)prospectus. The Company Devon and Parent shall each use commercially reasonable efforts to Crosstex will cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent and the Company shall each use its commercially reasonable efforts to cause the Registration Statement to become effective under the Securities Act as soon after such filing as practicable and Parent and the Company shall use commercially reasonable efforts to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of the Company and Parent will advise the other promptly after it receives any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or any request by the SEC for additional information. Each of the Company and Parent shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC in connection with the Transactions to comply as to form and substance in all material respects with the applicable requirements provisions of the Securities Act and the Exchange ActAct and the rules and regulations thereunder and other applicable Law. Notwithstanding the foregoing, prior Each of Devon and Crosstex will use its reasonable best efforts to filing have the Registration Statement become effective and the Proxy Statement cleared by the SEC as promptly as is practicable after filing and keep the Registration Statement effective for so long as necessary to consummate the Crosstex Merger, and Crosstex shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Crosstex Common Stock as promptly as practicable and, in any event, within five (5) Business Days after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC. Devon and Crosstex shall also take any action required to be taken and make any necessary filings under the Securities Act, the Exchange Act or any applicable state securities Laws in connection with the Mergers, this Agreement or the issuance of New Public Rangers Common Units and New Public Rangers Class B Units in the Mergers. No amendment or supplement thereto) to the Registration Statement or mailing the 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 will (i) provide the other with an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) include in such document or response all comments reasonably proposed by the other and (iii) not file or mail such document or respond to the SEC prior to receiving shall be filed without the approval of the otherDevon and Crosstex, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that that, with respect to documents filed by a party that are incorporated by reference in the Proxy Registration Statement or Registration in the Proxy Statement, this right of approval shall apply only with respect to information relating to the other party, its Subsidiaries party and its Affiliates, their business, financial condition or results of operations or the Transactionstransactions contemplated hereby; and provided, further further, that following a determination by the CompanyCrosstex Board to make a Crosstex Recommendation Change in accordance with Section 6.4(f), in connection with any Company Change of Recommendation Crosstex may amend file an amendment or supplement to the Proxy Statement (including and the related prospectus) or otherwise publicly disclose such Crosstex Recommendation Change and disseminate such information to the stockholders of Crosstex, in each case, without the consent of Devon (provided, however, that Crosstex will provide Devon a reasonable opportunity to review such amendment, supplement or public disclosure prior to filing or dissemination) in order to (i) effect a Crosstex Recommendation Change, (ii) describe the reasons for such Crosstex Recommendation Change and (iii) disclose any additional information reasonably related to the Crosstex Recommendation Change; provided, further that, in the case of clauses (ii) and (iii), if making any such disclosure would constitute a breach of the Confidentiality Agreement, Crosstex shall only be permitted to make such disclosure to the extent the Crosstex Board determines, after consultation with its outside legal advisor, that the failure to make such disclosure would result in a violation of any applicable federal securities Laws. (b) Devon and Crosstex each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by referencereference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make other filings with the SECstatements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to effect stockholders and at the time of the Crosstex Stockholder 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, in light of the circumstances under which such Company Change of Recommendationstatement was made, not misleading. (c) Parent and the Company each shall make all necessary filings with respect to the Merger and the Transactions under the Securities Act and the Exchange Act and applicable blue sky laws and the rules and regulations thereunder. Each party will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock or Parent Preferred Stock issuable in connection with the Merger for offer or sale in any jurisdiction. Each of the Company and Parent will use commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. (d) If at any time prior to the Devon Effective Time, any party discovers any information relating to Parent Devon or the CompanyCrosstex, or any of their respective Affiliates, directors or officers or directors, should be discovered by Parent or the Company that should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement, Statement so that 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 such statements were made, not misleading, the party that discovers such information shall promptly notify the other party and the parties will promptly file with the SEC an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated disseminate such information to the Company Shareholdersstockholders of Crosstex. (d) The parties shall notify each other promptly of the receipt of any correspondence, communications or comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or the Registration Statement or for additional information and shall supply each other with (i) copies of all correspondence and a description of all material oral discussions between it or any of its respective Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Crosstex Merger and (ii) copies of all orders of the SEC relating to the Proxy Statement or the Registration Statement.

Preparation of Proxy Statement and Registration Statement. (a) Parent will promptly furnish to the Company such data and information relating to it, its Subsidiaries (including Merger Sub) and the holders of Parent Capital Stock, as the Company may reasonably request for the purpose of including such data and information in the Proxy Statement and any amendments or supplements thereto used by the Company to obtain the Company Shareholder Stockholder Approval. The Company will promptly furnish to Parent such data and information relating to it, its Subsidiaries, the MSR Entities Subsidiaries and the holders of Company Capital Stock, as Parent may reasonably request for the purpose of including such data and information in the Registration Statement (including the Proxy Statement) and any amendments or supplements thereto. (b) Promptly following the date hereof, the Company and Parent shall cooperate in preparing and shall cause to be filed with the SEC a mutually acceptable Proxy Statement relating to the matters to be submitted to the holders of Company Common Stock at the Company Shareholders Stockholders Meeting, and Parent shall prepare and file with the SEC the Registration Statement (of which the Proxy Statement will be a part). Each party agrees to use its respective commercially reasonable efforts to cause such filings to be made no later than the date that is twenty-five (25) days from the date hereof. The Company and Parent shall each use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent and the Company shall each use its commercially reasonable efforts to cause the Registration Statement to become effective under the Securities Act as soon after such filing as practicable and Parent and the Company shall use commercially reasonable efforts to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of the Company and Parent will advise the other promptly after it receives any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or any request by the SEC for amendments or supplements thereto or additional information, and shall, as promptly as practicable after receipt thereof, (i) provide the other with copies of all correspondence between it or its Representatives, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement or the Registration Statement received from the SEC and (ii) advise the other of any oral comments with respect to the Proxy Statement or the Registration Statement received from the SEC. Each of the Company and Parent shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC in connection with the Transactions to comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto) or mailing the 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 will (i) provide the other with an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) include in such document or response all comments reasonably proposed by the other and (iii) not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that with respect to documents filed by a party that are incorporated by reference in the Proxy Statement or Registration Statement, this right of approval shall apply only with respect to information relating to the other party, its Subsidiaries and its Affiliates, their business, financial condition or results of operations or the Transactions; and provided, further that the Company, in connection with any Company Change of Recommendation may amend or supplement the Proxy Statement (including by incorporation by reference) and make other filings with the SEC, to effect such Company Change of Recommendation. (c) Parent and the Company each shall make all necessary filings with respect to the Merger and the Transactions under the Securities Act and Act, the Exchange Act and Act, applicable blue sky laws and the rules and regulations thereunder, and the Company shall furnish all information concerning the Company and its stockholders as may be reasonably requested in connection with any such actions. Each party will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Class A Common Stock or Parent Preferred Stock issuable in connection with the Merger for offer offering or sale in any jurisdiction. Each of the Company and Parent will use commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. (d) If at any time prior to receipt of the Effective TimeCompany Stockholder Approval, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company that that, in the reasonable judgment of Parent or the Company, should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, so that 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 that discovers such information shall promptly notify the other party and an appropriate the parties shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated in disseminating such information contained in such amendment or supplement to the Company ShareholdersStockholders.

Preparation of Proxy Statement and Registration Statement. (a) Parent will As promptly furnish to the Company such data and information relating to it, its Subsidiaries (including Merger Sub) and the holders of Parent Capital Stock, as the Company may reasonably request for the purpose of including such data and information in the Proxy Statement and any amendments or supplements thereto used by the Company to obtain the Company Shareholder Approval. The Company will promptly furnish to Parent such data and information relating to it, its Subsidiaries, the MSR Entities and the holders of Company Capital Stock, as Parent may reasonably request for the purpose of including such data and information in the Registration Statement (including the Proxy Statement) and any amendments or supplements thereto. (b) Promptly practicable following the date hereof, the Company and Parent shall cooperate in preparing and shall cause to be filed with the SEC a mutually acceptable Proxy Statement relating to the matters to be submitted to the holders of Company Common Stock at the Company Shareholders Meeting, and Parent parties hereto shall prepare and file with the SEC the Joint Proxy Statement and the Registration Statement (of in which the Joint Proxy Statement will be a partincluded). The Company and Parent shall each use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments Each of the SEC or its staff. Parent and the Company shall each use its commercially reasonable efforts to cause the Registration Statement to become effective under the Securities Act as soon after such filing as practicable and Parent and the Company shall use commercially reasonable its best efforts to have the Joint Proxy Statement cleared by the SEC and the Registration Statement declared effective under the 1933 Act by the SEC as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the MergerMergers and the transactions contemplated hereby. Parent and the Company shall make all other necessary filings with respect to the Mergers and the transactions contemplated hereby under the 1933 Act and the 1934 Act and applicable state “blue sky” laws and the rules and regulations thereunder. Each of Parent and the Company and Parent will advise shall, as promptly as practicable after receipt thereof, provide the other promptly after it receives parties with copies of any request by written comments, and advise each other of any oral comments, with respect to the SEC for Joint Proxy Statement or Registration Statement received from the SEC. Neither the original filing of, nor any amendment of or supplement to the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or any request by the SEC for additional information. Each of the Company and Parent shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC in connection with the Transactions to comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto) or mailing the 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 will (i) provide the other with an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (iiincorporation by reference) include in such document or response all comments reasonably proposed by the other and (iii) not file or mail such document or respond to the SEC prior to receiving shall be made without the approval of both Parent and the otherCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed; provided, however, provided that with respect to documents filed by a party that are incorporated by reference in the Joint Proxy Statement or Registration Statement, this right of approval shall apply only with respect to information relating to the other party or such other party, its Subsidiaries and its Affiliates, their ’s business, financial condition or results of operations or operations. Parent will use reasonable best efforts to cause the Transactions; Joint Proxy Statement to be mailed to Parent’s stockholders, and provided, further that the Company will use reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company’s stockholders, in connection with any Company Change each case, as promptly as practicable after the Registration Statement is declared effective under the 1933 Act. Each of Recommendation may amend or supplement the Proxy Statement (including by incorporation by reference) and make other filings with the SEC, to effect such Company Change of Recommendation. (c) Parent and the Company each shall make all necessary filings with respect to the Merger and the Transactions under the Securities Act and the Exchange Act and applicable blue sky laws and the rules and regulations thereunder. Each party will advise the otherother party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filedeffective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock or Parent Preferred Stock issuable in connection with the First Merger for offer offering or sale in any jurisdiction. Each , or any request by the SEC for amendment of the Company and Parent will use commercially reasonable efforts to have any such stop order Joint Proxy Statement or suspension liftedthe Registration Statement. If, reversed or otherwise terminated. (d) If at any time prior to the Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be is discovered by Parent or the Company that should be set forth in an amendment or supplement to any of the Registration Statement or the Joint Proxy Statement, Statement in order to comply with applicable Law or 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 that discovers hereto discovering such information shall promptly notify the other party and parties and, to the extent required by law, the parties shall cause an appropriate amendment or supplement describing such information shall to be promptly filed with the SEC and, to the extent required by applicable Lawlaw, disseminated to the Company Shareholdersstockholders of Parent and the Company.

Preparation of Proxy Statement and Registration Statement. (a) Parent and the Company will promptly furnish to the Company other party such data and information relating to it, its Subsidiaries (including including, in Parent’s case, the Merger SubSubs) and the holders of Parent Capital Stockits capital stock, as the Company may reasonably request for the purpose of including such data and information in the Proxy Statement and any amendments or supplements thereto used by the Company to obtain the Company Shareholder Approval. The Company will promptly furnish to Parent such data and information relating to it, its Subsidiaries, the MSR Entities and the holders of Company Capital StockParent, as Parent applicable, may reasonably request for the purpose of including such data and information in the Registration Statement (including or the Proxy Statement) and , and, in each case, any amendments or supplements thereto. (b) Promptly following the date hereof, (i) the Company and Parent shall cooperate in preparing preparing, and the Company shall cause to be filed with the SEC as promptly as practicable, a mutually acceptable Proxy Statement relating to the matters to be submitted to the holders of Company Common Stock at the Company Shareholders Meeting, Stockholders Meeting and (ii) Parent shall prepare and file with the SEC the Registration Statement (of Statement, in which the Proxy Statement will be a part)included, in connection with the registration under the Securities Act of the Parent Common Stock to be issued in the First Merger. The Company and Parent shall each use commercially reasonable best efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent and the Company shall each use its commercially reasonable best efforts to cause the Registration Statement to become effective under the Securities Act as soon after such filing as reasonably practicable and Parent and the Company shall use commercially reasonable best efforts to keep the Registration Statement effective as long as is necessary to consummate the First Merger. Each of the Company and Parent will advise the other promptly after it receives any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or any request by the SEC for additional information, and Parent and the Company shall jointly prepare any response to such comments or requests, and each of the Company and Parent agrees to permit the other (in each case, to the extent practicable), and their respective outside counsels, to participate in all meetings and conferences with the SEC. Each of the Company and Parent shall use commercially reasonable best efforts to cause all documents that it is responsible for filing with the SEC in connection with the Transactions to comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto) or mailing the 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 will (iA) provide the other with an a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (iiB) include in such document or response all comments reasonably and promptly proposed by the other and (iiiC) not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that with respect to documents filed by a party that are incorporated by reference in the Proxy Statement or Registration Statement, this right of approval shall apply only with respect to information relating to the other party, its Subsidiaries and its Affiliates, their business, financial condition or results of operations or the Transactions; and provided, further that the Company, in connection with any Company Change of Recommendation may amend or supplement the Proxy Statement (including by incorporation by reference) and make other filings with the SEC, to effect such Company Change of Recommendation. (c) Parent and the Company each shall make all necessary filings with respect to the Merger and the Transactions under the Securities Act and the Exchange Act and applicable blue sky laws and the rules and regulations thereunder. Each party will shall advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock or Parent Preferred Stock issuable in connection with the Merger for offer offering or sale in any jurisdiction. Each of the Company and Parent will use commercially reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. (d) If at any time prior to the Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, so that 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 that which discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Company Shareholdersstockholders of the Company.

Preparation of Proxy Statement and Registration Statement. (a) Parent will promptly furnish to Red Cannxx xxx the Company such data promptly shall prepare and information relating to it, its Subsidiaries (including Merger Sub) and file with the holders of Parent Capital Stock, as the Company may reasonably request for the purpose of including such data and information in the Proxy Statement and any amendments or supplements thereto used by the Company to obtain the Company Shareholder Approval. The Company will promptly furnish to Parent such data and information relating to it, its Subsidiaries, the MSR Entities and the holders of Company Capital Stock, as Parent may reasonably request for the purpose of including such data and information in the Registration Statement (including SEC the Proxy Statement) and any amendments or supplements thereto. (b) Promptly following the date hereof, the Company and Parent shall cooperate in preparing and shall cause to be filed with the SEC a mutually acceptable Proxy Statement relating to the matters to be submitted to the holders of Company Common Stock at the Company Shareholders Meeting, and Parent Red Cannxx xxxmptly shall prepare and file with the SEC the Registration Statement (of which Statement. Each party shall provide the other party and such other party's counsel and auditors with reasonable opportunity to review and comment upon the Registration Statement, including all amendments thereto and all supplements to the Proxy Statement will be contained therein and constituting a part)part thereof, prior to the filing thereof with the SEC and/or the distribution thereof to the stockholders of either party, and shall make all reasonable changes thereto requested by such other party, counsel or auditors. The Company and Parent shall each use commercially reasonable efforts to cause parties agree that the Registration Statement shall comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, and the Proxy Statement shall comply as to comply form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated by the SEC and to respond promptly to any comments thereunder. Each of the SEC or its staff. Parent and Red Cannxx xxx the Company shall each use its commercially reasonable best efforts to cause have the Registration Statement to become declared effective under the Securities Act as soon promptly as practicable after such filing as practicable and Parent and consistent with a desired Effective Time of on or prior to February 28, 1999; provided, that the failure of the Effective Time to have occurred on or prior to February 28, 1999 shall not be considered a breach of this Agreement or grounds for termination of this Agreement. Red Cannxx xxxll advise the Company shall use commercially reasonable efforts to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of the Company and Parent will advise the other (promptly after it receives notice thereof) of the time when the Registration Statement has become effective, of any supplement or amendment that has been filed, of the issuance of any stop order, of the suspension of the qualification of the shares of Red Cannxx Xxxmon Stock for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or any request by the SEC for additional information. Each of Promptly after the Registration Statement has been declared effective, Red Cannxx xxx the Company and Parent shall use commercially all reasonable efforts to cause mail the Proxy Statement to their respective stockholders. (b) Red Cannxx xxxll use its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all documents that it is responsible for filing with the SEC necessary state securities law or "Blue Sky" permits or approvals in connection with the Transactions to comply as to form and substance issuance of Red Cannxx Xxxmon Stock in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoingMerger, prior to filing the Registration Statement (or any amendment or supplement thereto) or mailing the 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 will (i) provide the other with an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) include in such document or response all comments reasonably proposed by the other and (iii) not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall except that Red Cannxx xxxll not be unreasonably withheld, conditioned required to execute or delayed; provided, however, that with respect file any general consent to documents filed by service of process in any jurisdiction in which it is not qualified to transact business or to register as a party that are incorporated by reference dealer in the Proxy Statement any jurisdiction in which it is not qualified to transact business or Registration Statement, this right of approval shall apply only with respect to information relating to the other party, its Subsidiaries and its Affiliates, their business, financial condition or results of operations or the Transactions; and provided, further that the Company, register as a dealer in connection with any Company Change of Recommendation may amend or supplement the Proxy Statement (including by incorporation by reference) and make other filings with the SEC, to effect such Company Change of Recommendationjurisdiction. (c) Parent and the Company each shall make all necessary filings with respect to the Merger and the Transactions under the Securities Act and the Exchange Act and applicable blue sky laws and the rules and regulations thereunder. Each party will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock or Parent Preferred Stock issuable in connection with the Merger for offer or sale in any jurisdiction. Each of the Company and Parent will use commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. (d) If at any time prior to the Effective Time, Time any information event relating to Parent or the Company, or Red Cannxx xx any of their respective Affiliates, officers or directors, its subsidiaries should be discovered by Parent or the Company that which should be set forth in an amendment of, or a supplement to, the Registration Statement, Red Cannxx xxxmptly shall so inform the Company and shall furnish all necessary information to the Registration Statement Company relating to such event. If at any time prior to the Effective Time any event relating to the Company or any of its subsidiaries should be discovered which should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that 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 that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Company Shareholderspromptly shall so inform Red Cannxx xxx shall furnish all necessary information to Red Cannxx xxxating to such event.

Preparation of Proxy Statement and Registration Statement. (a) As promptly as practicable following the Execution Date, Parent will promptly furnish to the Company such data and information relating to it, its Subsidiaries (including Merger Sub) and the holders of Parent Capital StockNew Parent, as the Company may reasonably request for the purpose of including such data applicable, shall prepare and information in the Proxy Statement and any amendments or supplements thereto used by the Company to obtain the Company Shareholder Approval. The Company will promptly furnish to Parent such data and information relating to it, its Subsidiaries, the MSR Entities and the holders of Company Capital Stock, as Parent may reasonably request for the purpose of including such data and information in the Registration Statement (including the Proxy Statement) and any amendments or supplements thereto. (b) Promptly following the date hereof, the Company and Parent shall cooperate in preparing and shall cause to be filed with the SEC SEC, (i) a mutually acceptable proxy statement (together with any amendments thereof or supplements thereto, the “Proxy Statement relating Statement”) in order to seek the Parent Stockholder Approval and (ii) a registration statement on Form S-4, to register the issuance of the New Parent Common Stock to be issued pursuant to the matters to be submitted to Parent Merger as Parent Merger Consideration (together with all amendments thereto, the holders of Company Common Stock at the Company Shareholders Meeting“Registration Statement”), and Parent shall prepare and file with the SEC the Registration Statement (of in which the Proxy Statement will be included as a part)prospectus. Parent shall cause the Proxy Statement and the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and other applicable Law. The Company shall (i) cooperate with Parent in the preparation of the Proxy Statement and Parent shall each the Registration Statement; (ii) use commercially its reasonable best efforts to cause furnish the information required to be included by the SEC in the Proxy Statement and the Registration Statement and (iii) use its reasonable best efforts to provide such other assistance as may be reasonably requested by Parent or Parent’s outside legal counsel in connection with the preparation, filing and distribution of the Proxy Statement and the Registration Statement. Each of Parent and New Parent shall use its reasonable best efforts to comply with have the rules Registration Statement declared effective, including the execution of any required undertaking to file post-effective amendments, and regulations promulgated the Proxy Statement cleared by the SEC as promptly as is practicable after filing and to respond promptly to any comments of the SEC or its staff. Parent and the Company shall each use its commercially reasonable efforts to cause the Registration Statement to become effective under the Securities Act as soon after such filing as practicable and Parent and the Company shall use commercially reasonable efforts to keep the Registration Statement effective as for so long as is necessary to consummate the Merger. Each Transactions, and each of the Company Parent and New Parent will advise the other promptly after it receives any request by the SEC for amendment of shall use its reasonable best efforts to cause the Proxy Statement or to be mailed to the holders of Parent Common Stock as promptly as reasonably practicable after the Registration Statement or comments thereon shall have been declared effective and responses thereto the Proxy Statement shall have been cleared by the SEC. Each party shall also take any action required to be taken and make any necessary filings under the Securities Act, the Exchange Act or any request applicable state securities Laws in connection with the Transactions, this Agreement or the issuance of New Parent Common Stock in the Transactions. All filings by the SEC for additional information. Each of the Company and or Parent shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC in connection with the Transactions and all mailings to comply the stockholders of Parent in connection with the Transactions shall be subject to the reasonable opportunity for prior review and comment by the other party, which comments the Company or Parent, as applicable, shall consider in good faith, acting reasonably. (b) The Company and Parent each agrees, as to form itself and substance in all material respects with the applicable requirements its Subsidiaries, to use reasonable best efforts so that none of the Securities Act and the Exchange Act. Notwithstanding the foregoing, prior information supplied or to filing be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, 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, in light of the circumstances under which such statements were made, not misleading and (or ii) the Proxy Statement and any amendment or supplement thereto) or thereto will, at the date of mailing to stockholders and at the Proxy Statement (or any amendment or supplement thereto) or responding to any comments time of the SEC with respect theretoParent Stockholder Meeting, each 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, in light of the Company and Parent will (i) provide the other with an opportunity to review and comment on circumstances under which such document or response (including the proposed final version of such document or response)statement was made, (ii) include in such document or response all comments reasonably proposed by the other and (iii) not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that with respect to documents filed by a party that are incorporated by reference in the Proxy Statement or Registration Statement, this right of approval shall apply only with respect to information relating to the other party, its Subsidiaries and its Affiliates, their business, financial condition or results of operations or the Transactions; and provided, further that the Company, in connection with any Company Change of Recommendation may amend or supplement the Proxy Statement (including by incorporation by reference) and make other filings with the SEC, to effect such Company Change of Recommendationmisleading. (c) Parent and the Company each shall make all necessary filings with respect to the Merger and the Transactions under the Securities Act and the Exchange Act and applicable blue sky laws and the rules and regulations thereunder. Each party will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock or Parent Preferred Stock issuable in connection with the Merger for offer or sale in any jurisdiction. Each of the Company and Parent will use commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. (d) If at any time prior to the Effective Time, any party discovers any information relating to Parent the Company or the CompanyParent, or any of their respective Affiliates, directors or officers or directors, should be discovered by Parent or the Company that should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement, Statement so that 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 that discovers such information shall promptly notify the other party and Parent shall promptly cause to be filed with the SEC an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated disseminate such information to the Company Shareholdersstockholders of Parent. Nothing in this Section 6.2(c) shall limit the obligations of any party under Sections 6.2(a), 6.2(b) and 6.2(d). (d) The parties shall notify each other promptly of the receipt of any correspondence, communications or comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or the Registration Statement or for additional information and shall supply each other with (i) copies of all correspondence and a description of all material oral discussions between it or any of its respective Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Transactions and (ii) copies of all orders of the SEC relating to the Proxy Statement or the Registration Statement.

Preparation of Proxy Statement and Registration Statement. In connection with the meeting of its stockholders, Enviroq shall promptly prepare a proxy statement for submission to its stockholders (a) Parent will the "Proxy Statement"). Each of the other Parties shall promptly furnish to Enviroq with all information concerning its business and financial statements and affairs which, in the Company such data and information relating to itreasonable judgment of Enviroq or its counsel, its Subsidiaries (including Merger Sub) and the holders of Parent Capital Stock, as the Company may reasonably request be required or appropriate for the purpose of including such data and information inclusion in the Proxy Statement and any amendments or supplements thereto used by the Company to obtain the Company Shareholder Approval. The Company will promptly furnish to Parent shall take such data and information relating to it, its Subsidiaries, the MSR Entities and the holders of Company Capital Stock, other action as Parent they may reasonably request for the purpose of including such data and information in the Registration Statement (including connection with the Proxy Statement) . Enviroq, IAM and any amendments or supplements thereto. (b) Promptly following CRC shall use reasonable efforts to cause NewCo to engage the date hereof, the Company and Parent shall cooperate in preparing and shall cause Registration Attorney to be filed with the SEC a mutually acceptable Proxy Statement relating to the matters to be submitted to the holders of Company Common Stock at the Company Shareholders Meeting, and Parent shall promptly prepare and file with the SEC SEC, pursuant to the Registration Statement Securities Act, a registration statement (of which registration statement, in the Proxy Statement will be a part). The Company and Parent shall each use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent and the Company shall each use its commercially reasonable efforts to cause the Registration Statement to become form it is declared effective under the Securities Act by the SEC, together with any and all amendments or supplements thereto and all information incorporated by reference therein, is referred to herein as soon after such filing as practicable the "Registration Statement") with respect to the shares of NewCo Stock to be issued in connection with the transactions described in this Agreement and Parent and the Company shall use commercially all reasonable efforts to keep have the Registration Statement declared effective under the Securities Act by the SEC as long promptly as is necessary to consummate the Mergerpracticable. Each of the Company other Parties shall promptly furnish NewCo with all information concerning its business and Parent will advise financial statements and affairs which, in the other promptly after it receives any request by the SEC for amendment reasonable judgment of the Proxy Statement NewCo, its counsel, or the Registration Statement Attorney may be required or comments thereon and responses thereto or any request by appropriate for inclusion in the SEC for additional informationRegistration Statement. Each of the Company and Parent party shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC take such other action as NewCo may reasonably request in connection with the Transactions to comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto) or mailing the 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 will (i) provide the other with an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) include in such document or response all comments reasonably proposed by the other and (iii) not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that with respect to documents filed by a party that are incorporated by reference in the Proxy Statement or Registration Statement, this right of approval shall apply only with respect to information relating to the other party, its Subsidiaries and its Affiliates, their business, financial condition or results of operations or the Transactions; and provided, further that the Company, in connection with any Company Change of Recommendation may amend or supplement the Proxy Statement (including by incorporation by reference) and make other filings with the SEC, to effect such Company Change of Recommendation. (c) Parent and the Company each shall make all necessary filings with respect to the Merger and the Transactions under the Securities Act and the Exchange Act and applicable blue sky laws and the rules and regulations thereunder. Each party will advise the other, promptly after it receives notice thereof, of the time when Once the Registration Statement has become effective been declared effective, Enviroq shall thereafter promptly mail to its stockholders the Proxy Statement in definitive form (as amended or supplemented). Furthermore, each of Enviroq, IAM, CRC and NewCo shall cooperate with respect to, and shall take such other reasonable actions required to be taken under, any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock or Parent Preferred Stock issuable applicable state securities laws in connection with the Merger for offer or sale in any jurisdictionissuance of shares of NewCo Stock and the transactions contemplated by this Agreement. Each In respect of the Company and Parent will use commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. (d) If at any time prior to the Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, so that such documents would not include the Registration Statement and any misstatement of a material fact other filing with or omit statement made to state any material fact necessary to make the statements thereinRegulatory Authority, in light of the circumstances under which they were madeEnviroq shall provide, not misleadingand is responsible for, the party that discovers all such information (including any omissions of information) related to Enviroq, and IAM and CRC shall promptly notify the other party provide, and an appropriate amendment or supplement describing are jointly and severally responsible for, all such information shall be promptly filed with the SEC and, (including any omissions of information) related to the extent required by applicable Law, disseminated to the Company ShareholdersIAM and CRC.