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

Preparation of Proxy Statement and Registration Statement. (a) Parent and the Company will jointly prepare and cause to be filed with the SEC the Registration Statement (in which the Proxy Statement will be included) and the 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 and 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. No filing of, or amendment or supplement to, the Registration Statement or Proxy Statement or response to SEC comments will be made by Parent or the Company without providing the other Party a reasonable opportunity to review and comment thereon and such Party shall give reasonable consideration to any comments made by the other Party and its Representatives; provided, that with respect to documents filed by a Party related to the Transactions which are incorporated by reference in the Registration Statement or Proxy Statement, the other Party’s right to comment shall not apply with respect to information (if any) relating to the filing Party’s business, financial condition or results of operations. Each of Parent and the Company shall use its commercially reasonable efforts to (i) cause the Registration Statement and the Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the holders of Company Common Stock and at the time of the Company Stockholders Meeting, to (A) comply as to form in all material respects with the requirements 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 state any material fact necessary in order to make the statements made therein, in light of the 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.

Preparation of Proxy Statement and Registration Statement. (a) Parent and the Company will jointly prepare and cause to be filed with the SEC the Registration Statement (in which the Proxy Statement will be included) and the Proxy Statement and shall use commercially reasonable efforts to cause such filing to be made no later than sixty thirty (6030) days after the date hereof. The Company, Parent and 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. No filing of, or amendment or supplement to, the Registration Statement or Proxy Statement or response to SEC comments will be made by Parent or the Company without providing the other Party a reasonable opportunity to review and comment thereon and such Party shall give reasonable consideration to any comments made by the other Party and its Representatives; provided, that with respect to documents filed by a Party related to the Transactions which are incorporated by reference in the Registration Statement or Proxy Statement, the other Party’s right to comment shall not apply with respect to information (if any) relating to the filing Party’s business, financial condition or results of operations. Each of Parent and the Company shall use its commercially reasonable efforts to (i) cause the Registration Statement and the Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the holders of Company Common Stock and at the time of the Company Stockholders Meeting, to (A) comply as to form in all material respects with the requirements 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 state any material fact necessary in order to make the statements made therein, in light of the 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.

Preparation of Proxy Statement and Registration Statement. (a) Parent Promptly following the Execution Date, Devon and the Company will jointly prepare Crosstex shall cooperate in 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 proxy statement (together with any amendments thereof or supplements thereto, the “Proxy 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 Crosstex Merger (together with all amendments thereto, the “Registration Statement (Statement”), and in which the Proxy Statement will be included) included as a prospectus. Devon and the 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 and 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. No filing of, or amendment or supplement to, the Registration Statement or Proxy Statement or response to SEC comments Crosstex will be made by Parent or the Company without providing the other Party a reasonable opportunity to review and comment thereon and such Party shall give reasonable consideration to any comments made by the other Party and its Representatives; provided, that with respect to documents filed by a Party related to the Transactions which are incorporated by reference in the Registration Statement or Proxy Statement, the other Party’s right to comment shall not apply with respect to information (if any) relating to the filing Party’s business, financial condition or results of operations. Each of Parent and the Company shall use its commercially reasonable efforts to (i) cause the Registration Statement and the Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the holders of Company Common Stock and at the time of the Company Stockholders Meeting, to (A) comply as to form in all material respects with the requirements applicable provisions of the Securities Act and the Exchange Act, respectively, Act and the rules and regulations promulgated thereunder and (B) not contain any untrue statement other applicable Law. Each of a material fact or omit Devon and Crosstex will use its reasonable best efforts to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) have the Registration Statement declared become effective under and the Securities Act Proxy Statement cleared by the SEC as promptly as is practicable after its 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 to the Registration Statement or the Proxy Statement shall be filed without the approval of Devon and Crosstex, 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 Registration Statement or in the Proxy Statement, this right of approval shall apply only with respect to information relating to the other party and its Affiliates, their business, financial condition or results of operations or the transactions contemplated hereby; provided, further, that following a determination by the Crosstex Board to make a Crosstex Recommendation Change in accordance with Section 6.4(f), Crosstex may file an amendment or supplement to the Proxy Statement (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.

Preparation of Proxy Statement and Registration Statement. (a) Parent and As promptly as practicable following the Company will jointly date hereof, the parties hereto shall prepare and cause to be filed file with the SEC the Joint Proxy Statement and the Registration Statement (in which the Joint Proxy Statement will be included) ). Each of Parent and the Company shall use its best efforts to have the Joint Proxy Statement cleared by the SEC 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 and Merger Sub shall cooperate with each other in the preparation of the Registration Statement declared effective under the 1933 Act by the SEC as promptly as practicable after such filing and the Proxy Statement and furnish all information concerning itself and its Affiliates that is required in connection with the preparation of to keep the Registration Statement or effective as long as is necessary to consummate the Mergers 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 shall, as promptly as practicable after receipt thereof, provide the other parties with copies of any written comments, and advise each other of any oral comments, with respect to the Joint Proxy Statement and any amendments or supplements theretoRegistration Statement received from the SEC. No Neither the original filing of, or nor any amendment or supplement to, to the Joint Proxy Statement or the Registration Statement or Proxy Statement or response to SEC comments will (including incorporation by reference) shall be made by without the approval of both Parent and the Company, which approval shall not be unreasonably withheld or the Company without providing the other Party a reasonable opportunity to review and comment thereon and such Party shall give reasonable consideration to any comments made by the other Party and its Representativesdelayed; provided, provided that with respect to documents filed by a Party related to the Transactions which party that are incorporated by reference in the Registration Joint Proxy Statement or Proxy Registration Statement, the other Party’s this right to comment of approval shall not apply only with respect to information (if any) relating to the filing Partyother party or such other party’s business, financial condition or results of operations. Parent will use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Parent’s stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company’s stockholders, in each case, as promptly as practicable after the Registration Statement is declared effective under the 1933 Act. Each of Parent and the Company shall use its commercially reasonable efforts to (i) cause will advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement and has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Registration Statement. If, at any time prior to the date Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that it (and any should be set forth in an amendment or supplement thereto) is first published, sent, or given to the holders of Company Common Stock and at the time any of the Company Stockholders Meeting, Registration Statement or the Joint Proxy Statement in order to (A) comply as to form in all material respects with the requirements applicable Law or so that any of the Securities Act and Exchange Act, respectively, and the rules and regulations promulgated thereunder and (B) such documents would not contain include any untrue statement misstatement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading misleading, the party hereto discovering such information shall promptly notify the other parties and, to the extent required by law, the parties shall cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Parent 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 MergerCompany.

Preparation of Proxy Statement and Registration Statement. (a) Parent and As promptly as practicable following the Company will jointly date hereof, the parties hereto shall prepare and cause to be filed with the SEC the Registration Statement (in which the Proxy Statement will be included), and Oracle shall file (or cause to be filed) the Registration Statement with the SEC and Siebel shall file the Proxy Statement with the SEC. Prior to the Registration Statement being declared effective under the 1933 Act by the SEC (a) Siebel shall execute and deliver to Cxxxxx Godward LLP and to Dxxxx Xxxx & Wxxxxxxx a tax representation letter in the form of Exhibit A hereto; (b) Oracle shall execute and deliver to Dxxxx Xxxx & Wxxxxxxx and to Cxxxxx Godward LLP a tax representation letter in the form of Exhibit B hereto; and (c) Parent shall execute and deliver to Dxxxx Xxxx & Wxxxxxxx and to Cxxxxx Godward LLP a tax representation letter in the form of Exhibit C hereto. Following the delivery of the tax representation letters pursuant to the preceding sentence, (x) Siebel shall use commercially its reasonable best efforts to cause Cxxxxx Godward LLP to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act; and (y) each of Parent and Oracle shall use its reasonable best efforts to cause Dxxxx Xxxx & Wxxxxxxx to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act. In rendering such opinions, each of such counsel shall be entitled to rely on the tax representation letters referred to in this Section 7.02. Each of Parent, Oracle and Siebel shall use its reasonable best efforts to have the 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 Parent and Oracle shall use their reasonable best efforts to keep the Registration Statement effective as long as is necessary to consummate the Mergers and the transactions contemplated hereby. As promptly as practicable following the date hereof, each of Parent, Oracle and Siebel shall make all other filings required to be made no later than sixty (60) days by it 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, Oracle and Siebel shall, as promptly as practicable after receipt thereof, provide the date hereof. The Companyother parties with copies of any written comments, Parent and Merger Sub shall cooperate with advise each other in of any oral comments, with respect to the preparation of Proxy Statement or Registration Statement received from the SEC. Siebel shall use reasonable best efforts to cause the Proxy Statement to be mailed to Siebel’s stockholders as promptly as practicable after the Registration Statement is declared effective under the 1933 Act. Each of Parent, Oracle and Siebel will advise the Proxy other party, promptly after it receives notice thereof, of the time when the Registration Statement and furnish all information concerning itself and its Affiliates that is required has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Stock issuable in connection with the preparation Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement. If, at any time prior to the Effective Time, any information relating to Oracle or Siebel, or any of their respective Affiliates, officers or directors, is discovered by Oracle or Siebel that should be set forth in an amendment or supplement to any of the Registration Statement or Proxy Statement and any amendments or supplements thereto. No filing of, or amendment or supplement to, the Registration Statement or Proxy Statement or response to SEC comments will be made by Parent or the Company without providing the other Party a reasonable opportunity to review and comment thereon and such Party shall give reasonable consideration to any comments made by the other Party and its Representatives; provided, that with respect to documents filed by a Party related to the Transactions which are incorporated by reference in the Registration Statement or Proxy Statement, the other Party’s right to comment shall not apply with respect to information (if any) relating to the filing Party’s business, financial condition or results of operations. Each of Parent and the Company shall use its commercially reasonable efforts to (i) cause the Registration Statement and the Proxy Statement at the date so that it (and any amendment or supplement thereto) is first published, sent, or given to the holders of Company Common Stock and at the time of the Company Stockholders Meeting, to (A) comply as to form in all material respects with the requirements of the Securities Act and Exchange Act, respectively, and the rules and regulations promulgated thereunder and (B) such documents would not contain include any untrue statement misstatement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) have misleading, the Registration Statement declared effective under party hereto discovering such information shall promptly notify the Securities Act as other parties and, to the extent required by Law, the parties shall cause an appropriate amendment or supplement describing such information to be promptly as practicable after its filing and keep filed with the Registration Statement effective for so long as necessary SEC and, to consummate the Mergerextent required by Law, disseminated to the stockholders of Siebel.

Preparation of Proxy Statement and Registration Statement. (a) Parent and Red Cannxx xxx the Company will jointly promptly shall prepare and cause to be filed file with the SEC the Proxy Statement, and Red Cannxx xxxmptly shall prepare and file with the SEC the Registration Statement (in which the Proxy Statement will be included) and the Proxy Statement and Statement. Each party 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 and 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. No filing of, or amendment or supplement to, the Registration Statement or Proxy Statement or response to SEC comments will be made by Parent or the Company without providing provide the other Party a party and such other party's counsel and auditors with reasonable opportunity to review and comment thereon upon the Registration Statement, including all amendments thereto and such Party shall give reasonable consideration to any comments made by the other Party and its Representatives; provided, that with respect to documents filed by a Party related all supplements to the Transactions which are incorporated Proxy Statement contained therein and constituting a 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 reference in such other party, counsel or auditors. The parties agree that the Registration Statement or Proxy Statement, the other Party’s right to comment shall not apply with respect to information (if any) relating to the filing Party’s business, financial condition or results of operations. Each of Parent and the Company shall use its commercially reasonable efforts to (i) cause the Registration Statement and the Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the holders of Company Common Stock and at the time of the Company Stockholders Meeting, to (A) 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 form in all material respects with the requirements of the Exchange Act, respectively, Act and the rules and regulations promulgated thereunder and (B) not contain any untrue statement thereunder. Each of a material fact or omit Red Cannxx xxx the Company shall use its best efforts to state any material fact necessary in order to make the statements made therein, in light of the 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 such filing and keep 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 (promptly after it receives notice thereof) of the time when the Registration Statement effective 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 so long as necessary offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Registration Statement or for additional information. Promptly after the Registration Statement has been declared effective, Red Cannxx xxx the Company shall use all reasonable efforts to consummate mail the MergerProxy Statement to their respective stockholders.

Preparation of Proxy Statement and Registration Statement. (a) Parent Promptly following the Execution Date, New Sabine Holdings and Forest shall cooperate in preparing, and Forest and New Forest, as applicable, shall file with the SEC, (i) a proxy statement (together with any amendments thereof or supplements thereto, the “Proxy Statement”) in order to seek the Forest Stockholder Approval and (ii) a registration statement on Form S-4 to register the issuance of the New Forest Common Stock to be issued pursuant to the Forest Merger and the Company will jointly prepare Contribution (together with all amendments thereto, the “Registration Statement”), and cause to be filed with the SEC the Registration Statement (in which the Proxy Statement will be included) and the Proxy Statement and shall use commercially reasonable efforts to cause such filing to be made no later than sixty (60) days after the date hereofincluded as a prospectus. The Company, Parent and 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. No filing of, or amendment or supplement to, the Registration Statement or Proxy Statement or response to SEC comments will be made by Parent or the Company without providing the other Party a reasonable opportunity to review and comment thereon and such Party shall give reasonable consideration to any comments made by the other Party and its Representatives; provided, that with respect to documents filed by a Party related to the Transactions which are incorporated by reference in the Registration Statement or Proxy Statement, the other Party’s right to comment shall not apply with respect to information (if any) relating to the filing Party’s business, financial condition or results of operations. Each of Parent and the Company shall use its commercially reasonable efforts to (i) cause the Registration Statement and the Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the holders of Company Common Stock and at the time of the Company Stockholders Meeting, to (A) comply as to form in all material respects with the requirements applicable provisions of the Securities Act and the Exchange Act, respectively, Act and the rules and regulations promulgated thereunder and (B) not contain any untrue statement other applicable Law. Each of a material fact or omit New Sabine Holdings, Forest and New Forest will use its reasonable best efforts to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) have the Registration Statement declared become effective under and the Securities Act Proxy Statement cleared by the SEC as promptly as is practicable after its filing and keep the Registration Statement effective for so long as necessary to consummate the MergerTransactions, and each of New Sabine Holdings and Forest shall use its respective reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Forest Common Stock as promptly as practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC. No amendment or supplement to the Registration Statement or the Proxy Statement shall be filed without the approval of New Sabine Holdings and Forest, which, in either case, approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that, with respect to documents filed by any Forest Party that are incorporated by reference in the Registration Statement or in the Proxy Statement, such approval by New Sabine Holdings shall apply only with respect to information in such document relating to any Sabine Party or its Affiliates or its business, financial condition or results of operations or the transactions contemplated hereby.

Preparation of Proxy Statement and Registration Statement. (a) As promptly as practicable following the Execution Date, Parent and the Company will jointly New Parent, as applicable, shall prepare and cause to be filed with the SEC SEC, (i) a proxy statement (together with any amendments thereof or supplements thereto, the “Proxy 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 Parent Merger as Parent Merger Consideration (together with all amendments thereto, the “Registration Statement (Statement”), and in which the Proxy Statement will be included) and included as a prospectus. Parent shall cause the 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 and 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. No filing of, or amendment or supplement to, the Registration Statement or Proxy Statement or response to SEC comments will be made by Parent or the Company without providing the other Party a reasonable opportunity to review and comment thereon and such Party shall give reasonable consideration to any comments made by the other Party and its Representatives; provided, that with respect to documents filed by a Party related to the Transactions which are incorporated by reference in the Registration Statement or Proxy Statement, the other Party’s right to comment shall not apply with respect to information (if any) relating to the filing Party’s business, financial condition or results of operations. Each of Parent and the Company shall use its commercially reasonable efforts to (i) cause the Registration Statement and the Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the holders of Company Common Stock and at the time of the Company Stockholders Meeting, to (A) comply as to form in all material respects with the requirements applicable provisions of the Securities Act and the Exchange Act, respectively, Act and the rules and regulations promulgated thereunder and other applicable Law. The Company shall (Bi) not contain any untrue statement of a material fact or omit to state any material fact necessary cooperate with Parent in order to make the statements made therein, in light preparation of the circumstances under which they were made, not misleading Proxy Statement and the Registration Statement; (ii) use its reasonable best efforts to 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 have the Registration Statement declared effective, including the execution of any required undertaking to file post-effective under amendments, and the Securities Act Proxy Statement cleared by the SEC as promptly as is practicable after its filing and keep the Registration Statement effective for so long as necessary to consummate the MergerTransactions, and each of Parent and New Parent shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Parent Common Stock as promptly as reasonably practicable after the Registration Statement shall have been declared effective and 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 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 Company or Parent with the SEC in connection with the Transactions and all mailings to 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.

Preparation of Proxy Statement and Registration Statement. (a) Parent and As promptly as practicable following the Company will jointly date hereof, the parties hereto shall prepare and cause to be filed with the SEC the Registration Statement (in which the Proxy Statement will be included), and Oracle shall file (or cause to be filed) the Registration Statement with the SEC and Siebel shall file the Proxy Statement with the SEC. Prior to the Registration Statement being declared effective under the 1933 Act by the SEC (a) Siebel shall execute and deliver to Xxxxxx Godward LLP and to Xxxxx Xxxx & Xxxxxxxx a tax representation letter in the form of Exhibit A hereto; (b) Oracle shall execute and deliver to Xxxxx Xxxx & Xxxxxxxx and to Xxxxxx Godward LLP a tax representation letter in the form of Exhibit B hereto; and (c) Parent shall execute and deliver to Xxxxx Xxxx & Xxxxxxxx and to Xxxxxx Godward LLP a tax representation letter in the form of Exhibit C hereto. Following the delivery of the tax representation letters pursuant to the preceding sentence, (x) Siebel shall use commercially its reasonable best efforts to cause Xxxxxx Godward LLP to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act; and (y) each of Parent and Oracle shall use its reasonable best efforts to cause Xxxxx Xxxx & Xxxxxxxx to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act. In rendering such opinions, each of such counsel shall be entitled to rely on the tax representation letters referred to in this Section 7.02. Each of Parent, Oracle and Siebel shall use its reasonable best efforts to have the 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 Parent and Oracle shall use their reasonable best efforts to keep the Registration Statement effective as long as is necessary to consummate the Mergers and the transactions contemplated hereby. As promptly as practicable following the date hereof, each of Parent, Oracle and Siebel shall make all other filings required to be made no later than sixty (60) days by it 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, Oracle and Siebel shall, as promptly as practicable after receipt thereof, provide the date hereof. The Companyother parties with copies of any written comments, Parent and Merger Sub shall cooperate with advise each other in of any oral comments, with respect to the preparation of Proxy Statement or Registration Statement received from the SEC. Siebel shall use reasonable best efforts to cause the Proxy Statement to be mailed to Siebel’s stockholders as promptly as practicable after the Registration Statement is declared effective under the 1933 Act. Each of Parent, Oracle and Siebel will advise the Proxy other party, promptly after it receives notice thereof, of the time when the Registration Statement and furnish all information concerning itself and its Affiliates that is required has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Stock issuable in connection with the preparation Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement. If, at any time prior to the Effective Time, any information relating to Oracle or Siebel, or any of their respective Affiliates, officers or directors, is discovered by Oracle or Siebel that should be set forth in an amendment or supplement to any of the Registration Statement or Proxy Statement and any amendments or supplements thereto. No filing of, or amendment or supplement to, the Registration Statement or Proxy Statement or response to SEC comments will be made by Parent or the Company without providing the other Party a reasonable opportunity to review and comment thereon and such Party shall give reasonable consideration to any comments made by the other Party and its Representatives; provided, that with respect to documents filed by a Party related to the Transactions which are incorporated by reference in the Registration Statement or Proxy Statement, the other Party’s right to comment shall not apply with respect to information (if any) relating to the filing Party’s business, financial condition or results of operations. Each of Parent and the Company shall use its commercially reasonable efforts to (i) cause the Registration Statement and the Proxy Statement at the date so that it (and any amendment or supplement thereto) is first published, sent, or given to the holders of Company Common Stock and at the time of the Company Stockholders Meeting, to (A) comply as to form in all material respects with the requirements of the Securities Act and Exchange Act, respectively, and the rules and regulations promulgated thereunder and (B) such documents would not contain include any untrue statement misstatement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) have misleading, the Registration Statement declared effective under party hereto discovering such information shall promptly notify the Securities Act as other parties and, to the extent required by Law, the parties shall cause an appropriate amendment or supplement describing such information to be promptly as practicable after its filing and keep filed with the Registration Statement effective for so long as necessary SEC and, to consummate the Mergerextent required by Law, disseminated to the stockholders of Siebel.

Preparation of Proxy Statement and Registration Statement. (a) Parent and the Company will jointly prepare and cause to be filed In connection with the SEC meeting of its stockholders, Enviroq shall promptly prepare a proxy statement for submission to its stockholders (the Registration Statement ("Proxy Statement"). Each of the other Parties shall promptly furnish Enviroq with all information concerning its business and financial statements and affairs which, in which the Proxy Statement will reasonable judgment of Enviroq or its counsel, may be included) and required or appropriate for inclusion in the Proxy Statement and shall take such other action as they may reasonably request in connection with the Proxy Statement. Enviroq, IAM and CRC shall use commercially reasonable efforts to cause such filing NewCo to engage the Registration Attorney to promptly prepare and file with the SEC, pursuant to the Securities Act, a registration statement (which registration statement, in the 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 the "Registration Statement") with respect to the shares of NewCo Stock to be made no later than sixty (60) days after the date hereof. The Company, Parent and 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 issued in connection with the preparation of the Registration Statement or Proxy Statement transactions described in this Agreement and any amendments or supplements thereto. No filing of, or amendment or supplement to, the Registration Statement or Proxy Statement or response to SEC comments will be made by Parent or the Company without providing the other Party a reasonable opportunity to review and comment thereon and such Party shall give reasonable consideration to any comments made by the other Party and its Representatives; provided, that with respect to documents filed by a Party related to the Transactions which are incorporated by reference in the Registration Statement or Proxy Statement, the other Party’s right to comment shall not apply with respect to information (if any) relating to the filing Party’s business, financial condition or results of operations. Each of Parent and the Company shall use its commercially all reasonable efforts to (i) cause the Registration Statement and the Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the holders of Company Common Stock and at the time of the Company Stockholders Meeting, to (A) comply as to form in all material respects with the requirements 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 state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) have the Registration Statement declared effective under the Securities Act by the SEC as promptly as practicable after practicable. Each of the other Parties shall promptly furnish NewCo with all information concerning its filing business and keep financial statements and affairs which, in the reasonable judgment of NewCo, its counsel, or the Registration Attorney may be required or appropriate for inclusion in the Registration Statement. Each party shall take such other action as NewCo may reasonably request in connection with the Registration Statement. Once the Registration Statement effective for so long has been declared effective, Enviroq shall thereafter promptly mail to its stockholders the Proxy Statement in definitive form (as necessary 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 consummate be taken under, any applicable state securities laws in connection with the Mergerissuance of shares of NewCo Stock and the transactions contemplated by this Agreement. In respect of the Proxy Statement, the Registration Statement and any other filing with or statement made to any Regulatory Authority, Enviroq shall provide, and is responsible for, all such information (including any omissions of information) related to Enviroq, and IAM and CRC shall provide, and are jointly and severally responsible for, all such information (including any omissions of information) related to IAM and CRC.