Common use of Preparation of Proxy Statement; Stockholders Meeting Clause in Contracts

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date hereof, Alpha and Conexant shall prepare and Alpha shall file with the SEC proxy materials which shall constitute the Proxy Statement/Prospectus to be mailed to Alpha's stockholders in connection with the Alpha Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Conexant and Alpha shall prepare and Alpha shall file with the SEC a registration statement on Form S-4 with respect to the issuance of Alpha Common Stock in the Merger (the "Form S-4"). The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Alpha's prospectus and will be mailed to Conexant's stockholders as an Information Statement in connection with the Distribution. The Form S-4 and the Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. Alpha shall use reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC as promptly as reasonably practicable after filing with the SEC, to have the Form S-4 declared effective by the SEC as promptly as reasonably practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Alpha shall, as promptly as practicable after receipt thereof, provide to Conexant copies of any written comments and advise Conexant of any oral comments with respect to the Proxy Statement/Prospectus and the Form S-4 received from the SEC. Alpha shall provide Conexant with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Conexant and Alpha, which approval shall not be unreasonably withheld or delayed. Alpha will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Alpha's stockholders, and Conexant will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Conexant's stockholders, in each case as promptly as practicable after the Proxy Statement/Prospectus is cleared by the SEC and the Form S-4 is declared effective under the Securities Act. Alpha shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Alpha Common Stock in the Merger and Alpha and Conexant shall furnish all information concerning Alpha, Washington and Conexant and the holders of Conexant Common Stock as may be reasonably requested in connection with any such action. Alpha will advise Conexant, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order with respect to the Form S-4, the suspension of the qualification of the Alpha Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time any information relating to Alpha or Washington, or any of their respective affiliates, officers or directors, should be discovered by Alpha or Conexant which should be set forth in an amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus 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 which discovers such information shall promptly notify the other parties hereto and, to the extent required by Applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Alpha and Conexant.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date hereofof this Agreement, Alpha the Company shall, with the assistance of Parent, prepare the Proxy Statement and Conexant shall prepare and Alpha shall file the Proxy Statement with the SEC; provided that the preliminary Proxy Statement will be filed with the SEC proxy materials which within twenty Business Days following the date of this Agreement. Parent, Merger Sub and the Company shall constitute cooperate with each other in the preparation of the Proxy Statement/Prospectus . Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be mailed to Alpha's stockholders set forth in connection with the Alpha Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Conexant and Alpha shall prepare and Alpha shall file with the SEC a registration statement on Form S-4 with respect to the issuance of Alpha Common Stock in the Merger (the "Form S-4"). The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Alpha's prospectus and will be mailed to Conexant's stockholders as an Information Statement in connection with the Distribution. The Form S-4 and the Proxy Statement/Prospectus will . The Company shall cause the Proxy Statement to comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunderand the NYSE. Alpha shall use reasonable best efforts The Company will not file the preliminary or definitive Proxy Statement or any supplement or amendment thereto (or any disclosure relating to have the Proxy Statement/Prospectus cleared by the SEC as promptly as reasonably practicable after filing with the SEC, to have the Form S-4 declared effective by the SEC as promptly as reasonably practicable after filing foregoing) with the SEC or otherwise disseminate any of the foregoing without providing Parent and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Alpha shall, as promptly as practicable after receipt thereof, provide to Conexant copies of any written comments and advise Conexant of any oral comments with respect to the Proxy Statement/Prospectus and the Form S-4 received from the SEC. Alpha shall provide Conexant with its counsel a reasonable opportunity in advance to review and comment on thereon, which comments shall be considered and discussed with Parent and its counsel by the Company and its counsel in good faith; provided, however, that the Company shall have no obligation to include any amendment or supplement such comments to the Form S-4 or extent that the Company determines in good faith, in consultation with its counsel, that including such comments would result in the Proxy Statement/Prospectus prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Conexant and Alpha, which approval shall not be unreasonably withheld or delayed. Alpha will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Alpha's stockholders, and Conexant will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Conexant's stockholders, in each case as promptly as practicable after the Proxy Statement/Prospectus is cleared by the SEC and the Form S-4 is declared effective under the Securities Act. Alpha shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Alpha Common Stock in the Merger and Alpha and Conexant shall furnish all information concerning Alpha, Washington and Conexant and the holders of Conexant Common Stock as may be reasonably requested in connection with any such action. Alpha will advise Conexant, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order with respect to the Form S-4, the suspension of the qualification of the Alpha Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time any information relating to Alpha or Washington, or any of their respective affiliates, officers or directors, should be discovered by Alpha or Conexant which should be set forth in Statement containing an amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement untrue statement of a material fact or omit omitting to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Company shall use its commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement that shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. To the extent not prohibited under applicable Law, the party which discovers such information Company shall promptly notify provide Parent with copies of all material correspondence between the Company or any of its Representatives, on the one hand, and the SEC, on the other parties hereto andhand, with respect to such filings, requests or the transactions contemplated by this Agreement. To the extent required by Applicable Lawsnot prohibited under applicable Law, an appropriate amendment no response to staff comments on the Proxy Statement or supplement describing such requests for information shall be promptly filed made by the Company without providing Parent and its counsel a reasonable opportunity in advance to review and comment thereon, which comments shall be considered and discussed with Parent and its counsel by the SEC Company and disseminated its counsel in good faith. Notwithstanding anything to the stockholders contrary set forth herein, the Company shall not be required to provide to Parent or Merger Sub with copies of Alpha such SEC comments and Conexantrequests for information or the opportunity to comment pursuant to this Section 5.5(a) in the event that the Company Board has made an Adverse Recommendation Change.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following after the date of this Agreement (and in any event within 15 calendar days after the date hereof), Alpha and Conexant the Seller shall (i) prepare and Alpha shall file a Proxy Statement with the SEC proxy materials which in preliminary form as required by the Exchange Act and (ii) in consultation with the Buyer, set a preliminary record date for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewith. The Seller shall constitute ensure that the Proxy Statement/Prospectus to be mailed to Alpha's stockholders in connection with the Alpha Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Conexant and Alpha shall prepare and Alpha shall file with the SEC a registration statement on Form S-4 with respect to the issuance of Alpha Common Stock in the Merger (the "Form S-4"). The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Alpha's prospectus and will be mailed to Conexant's stockholders as an Information Statement in connection with the Distribution. The Form S-4 and the Proxy Statement/Prospectus will comply as to form complies in all material respects with the requirements applicable provisions of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder and satisfies all rules of the SEC thereunderNYSE American. Alpha The Seller shall use commercially reasonable best efforts to have the Proxy Statement/Prospectus Statement cleared by the SEC as promptly as reasonably practicable after the filing thereof. The Seller shall obtain and furnish the information required to be included in the Proxy Statement, shall provide the Buyer with any comments that may be received from the SECSEC or its staff with respect thereto, shall respond promptly to have the Form S-4 declared effective any such comments made by the SEC as promptly as reasonably practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Alpha shall, as promptly as practicable after receipt thereof, provide to Conexant copies of any written comments and advise Conexant of any oral comments or its staff with respect to the Proxy Statement/Prospectus and the Form S-4 received from the SEC. Alpha shall provide Conexant with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Conexant and Alpha, which approval shall not be unreasonably withheld or delayed. Alpha will use reasonable best efforts to cause the Proxy Statement/Prospectus Statement in definitive form to be mailed to Alpha's stockholders, and Conexant will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Conexant's stockholders, in each case as promptly as Seller’s stockholders at the earliest practicable after the Proxy Statement/Prospectus is cleared by the SEC and the Form S-4 is declared effective under the Securities Act. Alpha shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Alpha Common Stock in the Merger and Alpha and Conexant shall furnish all information concerning Alpha, Washington and Conexant and the holders of Conexant Common Stock as may be reasonably requested in connection with any such action. Alpha will advise Conexant, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order with respect to the Form S-4, the suspension of the qualification of the Alpha Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4date. If at any time prior to obtaining the Effective Time Seller Stockholder Approval, any information relating to Alpha or Washingtonthe transactions contemplated by this Agreement, the Seller, the Buyer or any of their respective affiliatesAffiliates, directors or officers or directors, should be discovered by Alpha the Seller or Conexant which the Buyer that should be set forth in an amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus Statement so that any of such documents document would not include contain 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 which that discovers such information shall promptly notify the other parties party hereto and, to and the extent required by Applicable Laws, Seller shall promptly file with the SEC an appropriate amendment or supplement describing such information shall be promptly filed with and, to the SEC and disseminated extent required by applicable Law, disseminate such amendment or supplement to the stockholders of Alpha the Seller. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer and Conexantits counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counsel.

Preparation of Proxy Statement; Stockholders Meeting. (a) As FORM S-4. Each of the Company and Purchaser shall cooperate and promptly prepare under the Securities Act, with respect to the shares of Purchaser Common Stock issuable in the 20 Merger, a portion of which Form S-4 shall also serve as reasonably practicable following the date hereof, Alpha joint proxy statement with respect to the meetings of the stockholders of the Company and Conexant shall prepare and Alpha shall file with the SEC proxy materials which shall constitute the Proxy Statement/Prospectus to be mailed to Alpha's stockholders of Purchaser in connection with the Alpha Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Conexant and Alpha shall prepare and Alpha shall file with the SEC a registration statement on Form S-4 with respect to the issuance of Alpha Common Stock in the Merger (in its entirety, the "Form S-4"). The Proxy Statement/Prospectus respective parties will be included in and will constitute a part of cause the Form S-4 as Alpha's prospectus and will be mailed to Conexant's stockholders as an Information Statement in connection with the Distribution. The Form S-4 and the Proxy Statement/Prospectus will comply as to form in all material respects with the requirements applicable provisions of the Securities Act, the Exchange Act and the Securities Act Act, and the rules and regulations thereunder. Each of the SEC thereunderCompany and Purchaser shall furnish all information about itself and its business and operation and all necessary financial information to the other as the other may reasonably request in connection with the preparation of the Form S-4. Alpha Purchaser shall use its reasonable best efforts to have efforts, and the Proxy Statement/Prospectus cleared by the SEC as promptly as reasonably practicable after filing Company will cooperate with the SECPurchaser, to have the Form S-4 declared effective by the SEC as promptly as reasonably practicable after filing with following the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated therebydate of this Agreement. Alpha shall, as promptly as practicable after receipt thereof, provide to Conexant copies of any written comments and advise Conexant of any oral comments with respect to the Proxy Statement/Prospectus and the Form S-4 received from the SEC. Alpha Purchaser shall provide Conexant with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Conexant and Alpha, which approval shall not be unreasonably withheld or delayed. Alpha will use its reasonable best efforts to cause obtain, prior to the Proxy Statement/Prospectus effective date of the Form S-4, all necessary state securities law or "blue sky" permits or approvals required to be mailed to Alpha's stockholders, carry out the transactions contemplated by this Agreement and Conexant will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Conexant's stockholders, in each case as promptly as practicable after the Proxy Statement/Prospectus is cleared by the SEC and pay all expenses incident thereto. Purchaser agrees that the Form S-4 is declared effective under and each amendment or supplement thereto at the Securities Act. Alpha shall also take any action (other than qualifying time of mailing thereof and at the time of the respective meetings of stockholder of the Company and Purchaser, will not include an untrue statement of a material fact or omit to do business in any jurisdiction in which it is not now so qualified or to file state a general consent to service of process) material fact required to be taken stated therein, in light of the circumstances under with they were made, not misleading; provided, however, that the foregoing shall not apply to the extent that any applicable such untrue statement of a material fact or omission to state securities laws a materiel fact was made by Purchaser in connection reliance upon and in conformity with information concerning the issuance of Alpha Common Stock Company furnished to Purchaser by the Company for use in the Merger Form S-4. The Company agrees that the information provided by it for inclusion in the Form S-4 and Alpha each amendment or supplement thereto, at the time of mailing thereof and Conexant shall furnish all information concerning Alphaat the time of the respective meetings of stockholders of the Company and Purchaser, Washington and Conexant and will not include any untrue statement of a material fact or omit to state a materiel fact required to be stated therein or necessary to make the holders statements therein, in light of Conexant Common Stock as may be reasonably requested in connection with any such actionthe circumstances under which they were made, not misleading. Alpha Purchaser will advise Conexantand deliver copies (if any) to the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, any supplement or amendment has been filed, the issuance of any stop order with respect to the Form S-4order, the suspension of the qualification of the Alpha Purchaser Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time any information relating to Alpha or Washington, or any of their respective affiliates, officers or directors, should be discovered by Alpha or Conexant which should be set forth in an amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact comments thereon and responses thereto 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 which discovers such information shall promptly notify the other parties hereto and, to the extent required requests by Applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Alpha and Conexantfor additional information.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date hereof, Alpha and Conexant the parties shall prepare and Alpha shall file with the SEC preliminary proxy materials which shall constitute the Joint Proxy Statement/Prospectus to be mailed to Alpha's stockholders in connection with the Alpha Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Conexant and Alpha shall prepare and Alpha shall file with the SEC a registration statement on Form S-4 with respect to the issuance of Alpha HoldCo Common Stock in connection with the Merger Mergers (the "Form S-4"). The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as AlphaHoldCo's prospectus and will be mailed to Conexant's stockholders as an Information Statement in connection with the Distributionprospectus. The Form S-4 and the Proxy Statement/Prospectus will shall comply as to form in all material respects with the requirements applicable provisions of the Exchange Securities Act and the Securities Exchange Act and the rules and regulations of the SEC thereunder. Alpha Each of Parent and Conectiv shall use reasonable best efforts to have the Proxy Statement/Prospectus Form S-4 cleared by the SEC as promptly as reasonably practicable after filing with the SEC, to have the Form S-4 declared effective by the SEC as promptly as reasonably practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated therebyMergers. Alpha Each party shall, as promptly as practicable after receipt thereof, provide to Conexant copies of any written comments received from the SEC to the other party with respect to the Proxy Statement/Prospectus and advise Conexant the other party of any oral comments with respect to the Proxy Statement/Prospectus and the Form S-4 received from the SEC. Alpha shall provide Conexant with a reasonable opportunity Parent agrees that none of the information supplied or to review and comment on any amendment be supplied by Parent for inclusion or supplement to the Form S-4 or incorporation by reference in the Proxy Statement/Prospectus prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no each amendment or supplement (including by incorporation by reference) to thereto, at the Proxy Statement/Prospectus or time of mailing thereof and at the Form S-4 shall be made without time of the approval of both Conexant and Alpha, which approval shall not be unreasonably withheld or delayed. Alpha will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Alpha's stockholders, and Conexant will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Conexant's stockholders, in each case as promptly as practicable after the Proxy Statement/Prospectus is cleared by the SEC Parent and the Form S-4 is declared effective under the Securities Act. Alpha shall also take any action Conectiv Stockholders Meetings (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Alpha Common Stock in the Merger and Alpha and Conexant shall furnish all information concerning Alphaas defined below), Washington and Conexant and the holders of Conexant Common Stock as may be reasonably requested in connection with any such action. Alpha will advise Conexant, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order with respect to the Form S-4, the suspension of the qualification of the Alpha Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time any information relating to Alpha or Washington, or any of their respective affiliates, officers or directors, should be discovered by Alpha or Conexant which should be set forth in contain an amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, . Conectiv agrees that none of the party which discovers such information shall promptly notify supplied or to be supplied by Conectiv for inclusion or incorporation by reference in the other parties hereto and, to the extent required by Applicable Laws, an appropriate Proxy Statement/Prospectus and each amendment or supplement describing such thereto, at the time of mailing thereof and at the time of the Parent and the Conectiv Stockholders Meetings, will 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, in light of the circumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to Parent or HoldCo will be deemed to have been supplied by Parent and information concerning or related to Conectiv shall be promptly filed deemed to have been supplied by Conectiv. Parent will provide Conectiv with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus prior to filing such with the SEC SEC, and disseminated will provide Conectiv with a copy of all such filings made with the SEC. No amendment or supplement to the stockholders information supplied by Conectiv for inclusion in the Proxy Statement/Prospectus shall be made without the approval of Alpha and ConexantConectiv, which approval shall not be unreasonably withheld or delayed.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date hereof, Alpha GBC, Fortune and Conexant ACCO shall prepare and Alpha GBC shall file with the SEC proxy materials which shall constitute the Proxy Statement/Prospectus to be mailed to AlphaGBC's stockholders in connection with the Alpha GBC Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Conexant Fortune, ACCO and Alpha GBC shall prepare and Alpha ACCO shall file with the SEC a registration statement on Form S-4 with respect to the issuance of Alpha ACCO Common Stock in the Merger (the "Form S-4"). The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as AlphaACCO's prospectus and will be mailed to ConexantFortune's stockholders as an Information Statement in connection with the Distribution. The Form S-4 and the Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. Alpha GBC shall use reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC as promptly as reasonably practicable after filing with the SEC, SEC and ACCO shall use reasonable best efforts to have the Form S-4 declared effective by the SEC as promptly as reasonably practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Alpha GBC, Fortune and ACCO shall, as promptly as practicable after receipt thereof, provide to Conexant each other copies of any written comments and advise Conexant each other of any oral comments with respect to the Proxy Statement/Prospectus and the Form S-4 received from the SEC. Alpha GBC shall provide Conexant Fortune and ACCO with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus prior to filing such with the SEC, and with a copy of all such filings made with the SEC. ACCO shall provide GBC and Fortune with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Conexant Fortune and AlphaGBC, which approval shall not be unreasonably withheld or delayed. Alpha GBC will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to AlphaGBC's stockholders, and Conexant Fortune will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to ConexantFortune's stockholders, in each case as promptly as practicable after the Proxy Statement/Prospectus is cleared by the SEC and the Form S-4 is declared effective under the Securities Act. Alpha ACCO shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Alpha ACCO Common Stock in the Merger and Alpha GBC and Conexant Fortune shall furnish all information concerning Alpha, Washington GBC and Conexant Fortune and the holders of Conexant GBC Common Stock, GBC Class B Common Stock and Fortune Common Stock as may be reasonably requested in connection with any such action. Alpha Each of Fortune and ACCO, on the one hand, and GBC, on the other hand, will advise Conexantthe other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order with respect to the Form S-4, the suspension of the qualification of the Alpha ACCO Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time any information relating to Alpha GBC or WashingtonACCO, or any of their respective affiliates, officers or directors, should be discovered by Alpha GBC, Fortune or Conexant ACCO which should be set forth in an amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus 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 which discovers such information shall promptly notify the other parties hereto and, to the extent required by Applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Alpha GBC and ConexantFortune.

Preparation of Proxy Statement; Stockholders Meeting. (a) As If approval of the Stockholders is required by applicable Law to consummate the Merger, then as promptly as reasonably practicable following the purchase of Shares pursuant to the Offer (and in any event within 15 Business Days after the date hereofthereof), Alpha and Conexant shall prepare and Alpha the Company shall file a Proxy Statement with the SEC proxy materials which shall constitute in preliminary form as required by the Proxy Statement/Prospectus to be mailed to Alpha's stockholders in connection with the Alpha Stockholders Meeting (such proxy statement/prospectusExchange Act, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Conexant and Alpha shall prepare and Alpha Parent shall file with the SEC a registration statement on Form S-4 with respect post-effective amendment to the issuance of Alpha Common Stock in the Merger Registration Statement (the "Form S-4Post-Effective Amendment"). The ) for the offer and sale of shares of Parent Common Stock pursuant to the Merger and in which the Proxy Statement/Prospectus Statement will be included in and will constitute a part included. Each of the Form S-4 as Alpha's prospectus Company and will be mailed to Conexant's stockholders as an Information Statement in connection with the Distribution. The Form S-4 and the Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. Alpha Parent shall use its reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC as promptly as reasonably practicable after filing with the SEC, to have the Form S-4 Post-Effective Amendment declared effective by under the SEC as promptly as reasonably practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Alpha shall, Securities Act as promptly as practicable after receipt thereofsuch filing, provide to Conexant copies of any written comments and advise Conexant of any oral comments with respect to the Proxy Statement/Prospectus and the Form S-4 received from the SEC. Alpha Company shall provide Conexant with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Conexant and Alpha, which approval shall not be unreasonably withheld or delayed. Alpha will use its reasonable best efforts to cause the Proxy Statement/Prospectus Statement in definitive form to be mailed to Alpha's stockholders, and Conexant will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Conexant's stockholders, in each case Stockholders as promptly as practicable after the Proxy Statement/Prospectus is cleared by the SEC and the Form S-4 Post-Effective Amendment is declared effective under the Securities Act. Alpha Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file filing a general consent to service of process) required to be taken under any applicable state securities laws Laws in connection with the issuance of Alpha Common Stock Parent Shares in the Merger and Alpha and Conexant the Company shall furnish all information concerning Alpha, Washington and Conexant the Company and the holders of Conexant Common Stock capital stock of the Company as may be reasonably requested in connection with any such actionaction and the preparation, filing and distribution of the Proxy Statement. Alpha No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to, the Post-Effective Amendment will be made by Parent, or with respect to the Proxy Statement will be made by the Company, without providing the other party a reasonable opportunity to review and comment thereon. Parent will advise Conexantthe Company, promptly after it receives notice thereof, of the time when the Form S-4 Post-Effective Amendment has become effectiveeffective or any supplement or amendment has been filed, the issuance of any stop order with respect to the Form S-4order, the suspension of the qualification of the Alpha Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for the amendment of the Post-Effective Amendment or comments thereon and responses thereto or requests by the SEC for additional information. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement/Prospectus Statement or comments thereon and responses thereto or requests by the Form S-4SEC for additional information. If at any time prior to the Effective Time any information relating to Alpha the Company or WashingtonParent, or any of their respective affiliatesAffiliates, officers or directors, should be discovered by Alpha the Company or Conexant which Parent that should be set forth in an amendment or supplement to either of the Form S-4 Post-Effective Amendment or the Proxy Statement/Prospectus , 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 which discovers such information shall promptly notify the other parties hereto and, to the extent required by Applicable Laws, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and and, to the extent required by applicable Law, disseminated to the stockholders Stockholders. Parent shall cause all Shares purchased pursuant to the Offer and all other Shares owned beneficially or of Alpha record by Parent, Merger Sub or any other Subsidiary of Parent to be voted in favor of the approval of the Merger and Conexantadoption of the Merger at the Company Stockholders' Meeting or any postponement or adjournment thereof.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following The Seller will cause the date hereof, Alpha and Conexant shall prepare and Alpha shall file with the SEC proxy materials which shall constitute the Proxy Statement/Prospectus Company to be mailed to Alpha's stockholders in connection with the Alpha Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Conexant and Alpha shall prepare and Alpha shall file with the SEC a registration statement on Form S-4 with respect deliver to the issuance of Alpha Common Stock in Buyer the Merger (the "Form S-4"). The Company Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Alpha's prospectus and will be mailed to Conexant's stockholders as an Information Statement in connection with the Distribution. The Form S-4 and the Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. Alpha shall use reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC as promptly as reasonably practicable after filing the execution of this Agreement for inclusion in the Proxy Statement. The Buyer shall prepare and promptly file with the U.S. Securities and Exchange Commission (the "SEC"), but in no event later than (i) October 13, 2006 or (ii) five (5) Business Days after delivery of the Company Proxy Information by the Seller, whichever is later (the "Filing Deadline"), the Proxy Statement in preliminary form or such other form, statement or report as may be required under the federal securities laws. Following its clearance by the SEC, the Buyer shall distribute the Proxy Statement to have the Form S-4 declared effective by Buyer's stockholders and, pursuant thereto duly call, give notice of, convene and hold the SEC Buyer's Stockholder Meeting as promptly as reasonably practicable after filing in accordance with applicable Law for the SEC purpose of seeking the Stockholder Approval. The Buyer, through its Board of Directors, shall recommend to its stockholders that they adopt and to keep the Form S-4 effective as long as is necessary to consummate the Merger approve this Agreement and the transactions contemplated therebyherein and, subject to applicable Law and its fiduciary duties, shall not withdraw or modify its recommendation. Alpha shallThe Company and the Seller shall cooperate with the Buyer in the filing, as promptly as practicable after receipt thereof, provide to Conexant copies preparation and distribution of any written comments and advise Conexant of any oral comments with respect to the Proxy Statement/Prospectus . All fees and expenses incurred by the Form S-4 received from Buyer, the SEC. Alpha shall provide Conexant with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Seller or the Proxy Statement/Prospectus prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Conexant and Alpha, which approval shall not be unreasonably withheld or delayed. Alpha will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Alpha's stockholders, and Conexant will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Conexant's stockholders, in each case as promptly as practicable after the Proxy Statement/Prospectus is cleared by the SEC and the Form S-4 is declared effective under the Securities Act. Alpha shall also take any action Company (other than qualifying to do business the audit fees described in any jurisdiction in which it is not now so qualified or to file a general consent to service of processSection 6.23) required to be taken under any applicable state securities laws in connection with the issuance of Alpha Common Stock in the Merger and Alpha and Conexant shall furnish all information concerning Alpha, Washington and Conexant and the holders of Conexant Common Stock as may be reasonably requested in connection with any such action. Alpha will advise Conexant, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order with respect to the Form S-4, the suspension of the qualification of the Alpha Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment preparation of the Proxy Statement/Prospectus or Statement and obtaining the Form S-4. If at any time prior Stockholder Approval shall be borne by the Buyer, including, without limitation, all related fees and expenses of counsel to the Effective Time any information relating to Alpha or Washington, or any of Seller and the Company and all other fees and expenses incurred by the Seller and the Company in performing their respective affiliates, officers or directors, should be discovered obligations under this Section 6.18. The Buyer shall pay such fees and expenses described in the immediately preceding sentence within twenty (20) calendar days following receipt by Alpha or Conexant which should be set forth in an amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement Buyer 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 which discovers such information shall promptly notify the other parties hereto and, to the extent required by Applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Alpha and Conexantreasonably detailed invoice relating thereto.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date hereof, Alpha ConocoPhillips and Conexant Burlington shall prepare cooperate in preparing and Alpha shall file cause to be filed with the SEC mutually acceptable proxy materials which that shall constitute the Proxy Statement/Prospectus to be mailed to Alpha's stockholders in connection with the Alpha Stockholders Meeting (such proxy statement/prospectusand ConocoPhillips and Burlington shall prepare, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Conexant and Alpha shall prepare and Alpha ConocoPhillips shall file with the SEC a registration statement on Form S-4 with respect to SEC, the issuance of Alpha Common Stock in the Merger (the "Form S-4"). The Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as Alpha's prospectus ConocoPhillips' prospectus. Each of ConocoPhillips and will be mailed to Conexant's stockholders as an Information Statement in connection with the Distribution. The Form S-4 and the Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. Alpha Burlington shall use reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC as promptly as reasonably practicable after filing with the SEC, to have and the Form S-4 declared effective by the SEC as promptly as reasonably practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated therebyhereby. Alpha ConocoPhillips and Burlington shall, as promptly as practicable after receipt thereof, provide to Conexant the other parties with copies of any written comments comments, and advise Conexant each other of any oral comments comments, with respect to the Proxy Statement/Prospectus and the or Form S-4 received from the SEC. Alpha ConocoPhillips and Burlington shall cooperate and provide Conexant the other parties with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC, and each will provide each other parties with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Conexant ConocoPhillips and AlphaBurlington, which approval shall not be unreasonably withheld or delayed; PROVIDED that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and PROVIDED, FURTHER, that Burlington, in connection with a Change in the Burlington Recommendation, may amend or supplement the Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Burlington Recommendation, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Alpha Burlington will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Alpha's stockholders, and Conexant will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Conexant's stockholders, in each case Burlington stockholders as promptly as practicable after the Proxy Statement/Prospectus is cleared by the SEC and the Form S-4 is declared effective under the Securities Act. Alpha shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Alpha Common Stock in the Merger ConocoPhillips and Alpha and Conexant shall furnish all information concerning Alpha, Washington and Conexant and the holders of Conexant Common Stock as may be reasonably requested in connection with any such action. Alpha Burlington will advise Conexantthe other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order with respect to the Form S-4order, the suspension of the qualification of the Alpha ConocoPhillips Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. If If, at any time prior to the Effective Time Time, any information relating to Alpha ConocoPhillips or WashingtonBurlington, or any of their respective affiliates, officers or directors, should be is discovered by Alpha ConocoPhillips or Conexant which Burlington and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus 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 which discovers hereto discovering such information shall promptly notify the other parties hereto and, to the extent required by Applicable Lawslaw, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Alpha ConocoPhillips and ConexantBurlington.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly If the adoption of this Agreement by the Company’s stockholders is required by Law, the Company shall, as reasonably soon as practicable following the date hereofacceptance for payment by Merger Sub of any shares of the Company Common Stock pursuant to the Offer (the “Acceptance Time”), Alpha and Conexant shall prepare and Alpha shall file with the SEC proxy materials which shall constitute the Proxy Statement/Prospectus to be mailed to Alpha's stockholders Statement in connection with the Alpha Stockholders Meeting (such proxy statement/prospectuspreliminary form, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Conexant and Alpha shall prepare and Alpha shall file with the SEC a registration statement on Form S-4 with respect to the issuance of Alpha Common Stock in the Merger (the "Form S-4"). The Proxy Statement/Prospectus will be included in and will constitute a part each of the Form S-4 as Alpha's prospectus Company and will be mailed to Conexant's stockholders as an Information Statement in connection with the Distribution. The Form S-4 and the Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. Alpha Parent shall use its reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC as promptly as reasonably practicable after filing with the SEC, to have the Form S-4 declared effective by the SEC as promptly as reasonably practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Alpha shall, respond as promptly as practicable after to any comments of the SEC with respect thereto. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required to be set forth in the Proxy Statement or reasonably requested by the Company for inclusion therein. Each of Parent and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and to correct any material omissions therein. The Company shall notify Parent promptly of the receipt thereof, provide of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to Conexant the Proxy Statement or for additional information and shall make available to Parent copies of any written comments all correspondence between the Company and advise Conexant of any oral comments the SEC or its staff with respect to the Proxy Statement/Prospectus and the Form S-4 received from the SEC. Alpha shall provide Conexant with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Conexant and Alpha, which approval shall not be unreasonably withheld or delayed. Alpha will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Alpha's stockholders, and Conexant will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Conexant's stockholders, in each case as promptly as practicable after the Proxy Statement/Prospectus is cleared by the SEC and the Form S-4 is declared effective under the Securities Act. Alpha shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Alpha Common Stock in the Merger and Alpha and Conexant shall furnish all information concerning Alpha, Washington and Conexant and the holders of Conexant Common Stock as may be reasonably requested in connection with any such action. Alpha will advise Conexant, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order with respect to the Form S-4, the suspension of the qualification of the Alpha Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. If at any time prior to receipt of the Effective Time Company Stockholder Approval there shall occur any information relating to Alpha or Washington, or any of their respective affiliates, officers or directors, should be discovered by Alpha or Conexant which event that should be set forth in an amendment or supplement to the Form S-4 or Proxy Statement so that the Proxy Statement/Prospectus so that Statement does not contain any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto andhereto, to the extent required by Applicable Laws, 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 stockholders of the Company. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement prior to its being filed with the SEC and disseminated shall provide Parent and their counsel a reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement and all responses to requests for additional information prior to their being filed with, or sent to, the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent or its counsel. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s stockholders of Alpha and Conexantas promptly as practicable after filing with the SEC.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable The Company shall prepare, and if approval of, or notification to, the Company’s stockholders is required by applicable Law to consummate the Merger, then the Company shall use commercially reasonable efforts to file with the SEC not later than three (3) Business Days (and in any event Parent shall file not later than five (5) Business Days) following the date hereofconsummation of the Offer or, Alpha and Conexant shall prepare and Alpha to the extent permitted by applicable Law, the written request of Parent (in which case the Company shall file with the SEC proxy materials which shall constitute not later than ten (10) calendar days), as applicable, the Proxy Statement/Prospectus to be mailed to Alpha's stockholders Statement in connection with the Alpha Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Conexant and Alpha shall prepare and Alpha shall file with the SEC a registration statement on Form S-4 with respect preliminary form relating to the issuance of Alpha Common Stock in Merger and the Merger (other transactions contemplated by this Agreement as required by the "Form S-4")Exchange Act. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Alpha's prospectus and will be mailed to Conexant's stockholders as an Information Statement in connection with the Distribution. The Form S-4 and the Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. Alpha Company shall use its reasonable best efforts to have the Proxy Statement/Prospectus Statement cleared by the SEC as promptly as and shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders not later than three (3) Business Days following the date of such clearance (and in any event Parent shall cause the Proxy Statement to be mailed not later than five (5) Business Days following the date of such clearance); provided, however, that prior to the filing of the Proxy Statement, the Company shall consult with Parent with respect to such filings and shall afford Parent or its Representatives reasonable opportunity to comment thereon. Parent and Merger Sub shall provide the Company with any information for inclusion in the Proxy Statement which may be required under applicable Law or which is reasonably practicable after filing with the SEC, to have the Form S-4 declared effective requested by the SEC as promptly as reasonably practicable after filing with Company. The Company shall notify Parent of the receipt of comments of the SEC or its staff and of any request from the SEC or its staff for amendments or supplements to keep the Form S-4 effective as long as is necessary to consummate Proxy Statement or for additional information, and will promptly supply Parent with copies of all correspondence between the Merger Company or its Representatives, on the one hand, and the transactions contemplated therebySEC or members of its staff, on the other hand, with respect to the Proxy Statement. Alpha shallEach of the Company, Parent and Merger Sub shall use its respective reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement and any other required filings as promptly as practicable after receipt thereof. Concurrently with the preparation and filing of the Proxy Statement, provide the Company, Parent and Merger Sub shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to Conexant copies the Merger. Each of any written comments the Company, Parent and advise Conexant Merger Sub shall cooperate and consult in the preparation of any oral the Schedule 13E-3, including furnishing all information relating to such party required by the Exchange Act to be set forth in the Schedule 13E-3. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement/Prospectus Schedule 13E-3. 35 Each of the Company, Parent and the Form S-4 received from the SEC. Alpha shall provide Conexant with a reasonable opportunity Merger Sub agree to review and comment on correct any amendment or supplement to the Form S-4 or information provided by it for use in the Proxy Statement/Prospectus prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment Statement or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus Schedule 13E-3 which shall have become false or the Form S-4 shall be made without the approval of both Conexant and Alpha, which approval shall not be unreasonably withheld or delayed. Alpha will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Alpha's stockholders, and Conexant will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Conexant's stockholders, in each case as promptly as practicable after the Proxy Statement/Prospectus is cleared by the SEC and the Form S-4 is declared effective under the Securities Act. Alpha shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Alpha Common Stock in the Merger and Alpha and Conexant shall furnish all information concerning Alpha, Washington and Conexant and the holders of Conexant Common Stock as may be reasonably requested in connection with any such action. Alpha will advise Conexant, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order with respect to the Form S-4, the suspension of the qualification of the Alpha Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4misleading. If at any time prior to the Effective Time Company Stockholder’s Meeting any information relating event should occur which is required by applicable Law to Alpha or Washington, or any of their respective affiliates, officers or directors, should be discovered by Alpha or Conexant which should be set forth in an amendment of, or a supplement to to, the Form S-4 Proxy Statement or Schedule 13E-3, the party that discovers such information will promptly inform the other parties hereto. In the case of any required amendment of the Proxy Statement/Prospectus so that any , the Company, with the cooperation of Parent, will, upon learning of such documents would not include any misstatement of a material fact event, promptly prepare and file such amendment or omit to state any material fact necessary to make supplement with the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, SEC to the extent required by Applicable Laws, an appropriate applicable Law and shall mail such amendment or supplement describing of or to the Proxy Statement to the Company’s stockholders to the extent required by applicable Law; provided, however, that prior to such information filing, the Company shall be consult with Parent with respect to such amendment or supplement and shall afford Parent or its Representatives reasonable opportunity to comment thereon. In the case of any required amendment to the Schedule 13E-3, the parties will jointly, upon learning of such event, promptly filed prepare and file such amendment or supplement with the SEC and disseminated to the stockholders of Alpha and Conexantextent required by applicable Law.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following after the date hereofexecution of this Agreement, Alpha and Conexant the Company shall prepare and Alpha shall file with a proxy statement in preliminary form for the SEC proxy materials which shall constitute the Proxy Statement/Prospectus to be mailed to Alpha's stockholders in connection with the Alpha Stockholders Meeting (such together with any amendments thereof or supplements thereto and any other required proxy statement/prospectusmaterials, the “Proxy Statement”) and, after consultation with, and any amendments or supplements theretoapproval by, the "Proxy Statement/Prospectus") and Conexant and Alpha shall prepare and Alpha shall file with the SEC a registration statement on Form S-4 with respect to the issuance of Alpha Common Stock in the Merger Parent (the "Form S-4"). The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Alpha's prospectus and will be mailed to Conexant's stockholders as an Information Statement in connection with the Distribution. The Form S-4 and the Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. Alpha shall use reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC as promptly as reasonably practicable after filing with the SEC, to have the Form S-4 declared effective by the SEC as promptly as reasonably practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Alpha shall, as promptly as practicable after receipt thereof, provide to Conexant copies of any written comments and advise Conexant of any oral comments with respect to the Proxy Statement/Prospectus and the Form S-4 received from the SEC. Alpha shall provide Conexant with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Conexant and Alpha, which approval shall not be unreasonably withheld or delayed), file, as soon as reasonably practicable after the end of the Go Shop Period, the preliminary Proxy Statement with the SEC. Alpha will The Company shall use commercially reasonable best efforts to cause (i) obtain and furnish the information required to be included by the SEC in the Proxy Statement/Prospectus , and respond promptly to any comments made by the SEC with respect to the Proxy Statement and (ii) promptly upon the later of (A) the 10-day waiting period under Rule 14a-6(a) under the Exchange Act and (B) the date on which the SEC confirms that it has no further comments on the Proxy Statement (such later date, the “Clearance Date”), cause the definitive Proxy Statement to be mailed to Alpha's stockholdersthe Company’s stockholders and, and Conexant will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Conexant's stockholdersif necessary, in each case as promptly as practicable after the definitive Proxy Statement/Prospectus is cleared by Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies. The Company shall notify Parent and Merger Sub promptly upon the receipt of any comments from the SEC or its staff or any other Governmental Entities and the Form S-4 is declared effective under the Securities Act. Alpha shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Alpha Common Stock in the Merger and Alpha and Conexant shall furnish all information concerning Alpha, Washington and Conexant and the holders of Conexant Common Stock as may be reasonably requested in connection with any such action. Alpha will advise Conexant, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order with respect to the Form S-4, the suspension of the qualification of the Alpha Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC or its staff or any other Governmental Entities for amendment amendments or supplements to the Proxy Statement and shall supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC, or its staff or any other Governmental Entities, on the other hand, with respect to the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall cooperate with the Company in connection with the preparation and filing of the Proxy Statement/Prospectus or the Form S-4. If at any time prior , including promptly furnishing to the Effective Time Company in writing upon request any and all information relating to Alpha or WashingtonParent, or any of Merger Sub and their respective affiliates, officers or directors, should Affiliates as may be discovered by Alpha or Conexant which should reasonably required to be set forth in an amendment or supplement the Proxy Statement under applicable Law. The Proxy Statement shall contain the Company Board Recommendation, except to the Form S-4 or extent that the Company Board shall have effected a Change in Recommendation, as permitted by and determined in accordance with Section 5.2. Parent shall ensure that such information supplied by it in writing for inclusion in the Proxy Statement/Prospectus so that Statement will not, on the date it is first mailed to stockholders of the Company and at the time of the Stockholders Meeting or filed with the SEC (as applicable), contain any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, . Notwithstanding anything to the extent required by Applicable Lawscontrary stated above, an appropriate prior to filing or mailing the Proxy Statement (or any amendment or supplement describing thereto), or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such information document or response and shall consider Parent’s comments in good faith. The Company shall ensure that the Proxy Statement (x) will not on the date it is first mailed to stockholders of the Company and at the time of the Stockholders Meeting contain any untrue statement of a material fact or omit to state any material fact required to be promptly filed stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (y) will comply as to form and substance in all material respects with the SEC and disseminated applicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company assumes no responsibility with respect to information supplied in writing by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the stockholders of Alpha and ConexantProxy Statement.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date hereofof this Agreement, Alpha Dura shall prepare, with the cooperation of Elan, and Conexant shall prepare and Alpha shall file cause to be filed with the SEC proxy materials which shall constitute a proxy statement/prospectus with respect to the Proxy Statement/Prospectus to be mailed to Alpha's stockholders in connection with the Alpha Dura Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy StatementPROXY STATEMENT/ProspectusPROSPECTUS") and Conexant Elan shall prepare, with the cooperation of Dura, and Alpha shall prepare and Alpha shall file with or confidentially submit to the SEC a registration statement on Form S-4 F-4 with respect to the issuance of Alpha Common Stock the Elan ADSs in the Merger (such Form F-4, and any amendments or supplements thereto, the "Form S-4FORM F-4"). The Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 F-4 as AlphaElan's prospectus and will be mailed to Conexant's stockholders as an Information Statement in connection prospectus. Dura shall, with the Distribution. The Form S-4 and the Proxy Statement/Prospectus will comply as to form in all material respects with the requirements cooperation of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. Alpha shall Elan, use commercially reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC as promptly as reasonably practicable after filing and Elan shall, with the SECcooperation of Dura, use commercially reasonable efforts to have the Form S-4 F-4 declared effective by the SEC as promptly as reasonably practicable after filing with the SEC and to keep the Form S-4 F-4 effective as long as is necessary to consummate the Merger and the transactions contemplated therebyhereby. Alpha Elan and Dura shall, as promptly as practicable after receipt thereof, provide to Conexant copies advise the other party of any written comments and advise Conexant of any oral comments with respect to the Proxy Statement/Prospectus and or the Form S-4 F-4 received from the SEC. Alpha Elan and Dura shall cooperate and provide Conexant the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus and the Form F-4 prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 F-4 shall be made without the approval of both Conexant and Alphaparties, which approval shall not be unreasonably withheld or delayed; PROVIDED that, with respect to documents filed by a party which are incorporated by reference in the Form F-4 of the Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and PROVIDED, FURTHER, that Dura, in connection with a Change in the Dura Recommendation (as defined in Section 5.1(b)) made in accordance with Section 5.1(b), may amend or supplement the Proxy Statement/Prospectus or the Form F-4 (including by incorporation by reference) pursuant to a Qualifying Amendment (as defined below) to effect such a Change in the Dura Recommendation, and in such event, this right of approval of Elan shall apply only to information relating to Elan or its business, financial condition or results of operations. Alpha A "QUALIFYING AMENDMENT" means an amendment or supplement to the Proxy Statement/Prospectus or the Form F-4 (including by incorporation by reference) to the extent it contains (i) a Change in the Dura Recommendation made in accordance with Section 5.1(b), (ii) a statement of the reasons of the Board of Directors of Dura for making such Change in the Dura Recommendation and (iii) additional information directly related to the foregoing. Dura will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Alpha's stockholders, and Conexant will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Conexant's stockholders, in each case Dura stockholders as promptly as practicable after the Proxy Statement/Prospectus is cleared by the SEC and the Form S-4 F-4 is declared effective under the Securities Act. Alpha Elan shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Alpha Common Stock the Elan ADSs in the Merger and Alpha and Conexant Dura shall furnish all information concerning Alpha, Washington and Conexant Dura and the holders of Conexant Dura Common Stock as may be reasonably requested in connection with any such action. Alpha Each party will advise Conexantthe other party, promptly after it receives notice thereof, of the time when the Form S-4 F-4 has become effective, the issuance of any stop order with respect to the Form S-4order, the suspension of the qualification of the Alpha Common Stock Elan ADSs issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4F-4. If at any time prior to the Effective Time any information relating to Alpha Elan or WashingtonDura, or any of their respective affiliates, officers or directors, should be discovered by Alpha Elan or Conexant Dura which should be set forth in an amendment or supplement to either of the Form S-4 F-4 or the Proxy Statement/Prospectus 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 which that discovers such information shall promptly notify the other parties party hereto and, to the extent required by Applicable Lawslaw, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Alpha and ConexantDura.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date hereof, Alpha and Conexant shall prepare and Alpha shall file with the SEC proxy materials which shall constitute the Proxy Statement/Statement/ Prospectus to be mailed to Alpha's stockholders in connection with the Alpha Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Statement/ A-33 Prospectus") and Conexant and Alpha shall prepare and Alpha shall file with the SEC a registration statement on Form S-4 with respect to the issuance of Alpha Common Stock in the Merger (the "Form S-4"). The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Alpha's prospectus and will be mailed to Conexant's stockholders as an Information Statement in connection with the Distribution. The Form S-4 and the Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. Alpha shall use reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC as promptly as reasonably practicable after filing with the SEC, to have the Form S-4 declared effective by the SEC as promptly as reasonably practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Alpha shall, as promptly as practicable after receipt thereof, provide to Conexant copies of any written comments and advise Conexant of any oral comments with respect to the Proxy Statement/Prospectus and the Form S-4 received from the SEC. Alpha shall provide Conexant with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Conexant and Alpha, which approval shall not be unreasonably withheld or delayed. Alpha will use reasonable best efforts to cause the Proxy Statement/Statement/ Prospectus to be mailed to Alpha's stockholders, and Conexant will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Conexant's stockholders, in each case as promptly as practicable after the Proxy Statement/Prospectus is cleared by the SEC and the Form S-4 is declared effective under the Securities Act. Alpha shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Alpha Common Stock in the Merger and Alpha and Conexant shall furnish all information concerning Alpha, Washington and Conexant and the holders of Conexant Common Stock as may be reasonably requested in connection with any such action. Alpha will advise Conexant, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order with respect to the Form S-4, the suspension of the qualification of the Alpha Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time any information relating to Alpha or Washington, or any of their respective affiliates, officers or directors, should be discovered by Alpha or Conexant which should be set forth in an amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus 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 which discovers such information shall promptly notify the other parties hereto and, to the extent required by Applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Alpha and Conexant.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following (and no later than twenty (20) Business Days) after the date hereofof this Agreement, Alpha and Conexant the Company shall (i) prepare and Alpha shall file (with the SEC proxy materials which shall constitute the Proxy Statement/Prospectus to be mailed to Alpha's stockholders in connection with the Alpha Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus"Parent’s reasonable cooperation) and Conexant and Alpha shall prepare and Alpha shall file with the SEC a registration proxy statement on Form S-4 with respect (as amended or supplemented from time to time, the “Proxy Statement”) to be sent to the issuance of Alpha Common Stock in the Merger (the "Form S-4"). The Proxy Statement/Prospectus will be included in and will constitute a part stockholders of the Form S-4 as Alpha's prospectus Company relating to the special meeting of the Company’s stockholders (such special meeting and will any adjournments and postponements thereof, the “Company Stockholders Meeting”) to be mailed held to Conexant's consider, among other matters, the adoption of this Agreement and (ii) set a record date for determining the stockholders as an Information Statement in connection with entitled to notice of and to vote at the Distribution. The Form S-4 Company Stockholders Meeting and the Proxy Statement/Prospectus will comply as commence a broker search pursuant to form in all material respects with the requirements Section 14a-13 of the Exchange Act in connection therewith and the Securities Act and the rules and regulations of the SEC thereunderCompany will give due consideration in good faith to all reasonable additions, deletions or changes suggested thereto by Parent or its counsel. Alpha shall use reasonable best efforts to have No filing of, or amendment or supplement to, the Proxy Statement/Prospectus cleared Statement will be made by the SEC as promptly as reasonably practicable after filing with Company without providing the SEC, to have the Form S-4 declared effective by the SEC as promptly as reasonably practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Alpha shall, as promptly as practicable after receipt thereof, provide to Conexant copies of any written comments and advise Conexant of any oral comments with respect to the Proxy Statement/Prospectus and the Form S-4 received from the SEC. Alpha shall provide Conexant with Parent a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus prior to filing such with the SEC, and with a copy of all such filings made with the SECthereon . Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Conexant and Alpha, which approval shall not be unreasonably withheld or delayed. Alpha will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Alpha's stockholders, and Conexant will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Conexant's stockholders, in each case as promptly as practicable after the Proxy Statement/Prospectus is cleared by the SEC and the Form S-4 is declared effective under the Securities Act. Alpha shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Alpha Common Stock in the Merger and Alpha and Conexant shall furnish all information concerning Alpha, Washington and Conexant and the holders of Conexant Common Stock as may be reasonably requested in connection with any such action. Alpha The Company will advise Conexant, the Parent promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order with respect to the Form S-4, the suspension of the qualification of the Alpha Common Stock issuable in connection with the Merger for offering oral or sale in any jurisdiction, or any written request by the SEC for amendment of the Proxy Statement/Prospectus Statement or comments thereon and responses thereto or requests by the Form S-4SEC for additional information, will promptly provide the Parent with copies of any written communication from the SEC or any state securities commission and a reasonable opportunity to participate in the responses thereto, and will respond to requests by the SEC with respect thereto as promptly as reasonably practicable. If If, at any time prior to the Effective Time Time, any information relating to Alpha the Company or Washingtonthe Parent, or any of their respective affiliatesAffiliates, officers or directors, should be discovered by Alpha the Company or Conexant which the Parent that should be set forth in an amendment or supplement to the Form S-4 or Proxy Statement, so that the Proxy Statement/Prospectus so that any of such documents Statement would not include contain 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 which that discovers such information shall promptly notify the other parties hereto and, to the extent required by Applicable Laws, and an appropriate amendment or supplement describing such information shall promptly be promptly filed with the SEC and and, to the extent required under applicable law, disseminated to the stockholders of Alpha the Company; provided, that the delivery of such notice and Conexantthe filing of any such amendment or supplement shall not affect or be deemed to modify any representation or warranty made by any party hereunder or otherwise affect the remedies available hereunder to any party.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following after the date of this Agreement, the Company shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act (in any event no later than five Business Days after the date hereof, Alpha ) and Conexant shall prepare and Alpha shall file with (ii) set a preliminary record date for the SEC proxy materials which shall constitute the Proxy Statement/Prospectus to be mailed to Alpha's stockholders in connection with the Alpha Company Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Conexant and Alpha shall prepare and Alpha shall file with the SEC commence a registration statement on Form S-4 with respect broker search pursuant to the issuance of Alpha Common Stock in the Merger (the "Form S-4"). The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Alpha's prospectus and will be mailed to Conexant's stockholders as an Information Statement in connection with the Distribution. The Form S-4 and the Proxy Statement/Prospectus will comply as to form in all material respects with the requirements Section 14a-13 of the Exchange Act and in connection therewith, if not previously commenced. The Company shall consult with Parent in good faith regarding the Securities Act and the rules and regulations of the SEC thereunderforegoing. Alpha The Company shall use its reasonable best efforts to have the Proxy Statement/Prospectus Statement cleared by the SEC as promptly as reasonably practicable after the filing thereof. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from the SECSEC or its staff with respect thereto as promptly as possible (and in any event within 12 hours) after its receipt thereof, shall respond promptly to have the Form S-4 declared effective any such comments made by the SEC as promptly as reasonably practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Alpha shall, as promptly as practicable after receipt thereof, provide to Conexant copies of any written comments and advise Conexant of any oral comments or its staff with respect to the Proxy Statement/Prospectus Statement and the Form S-4 received from the SEC. Alpha shall provide Conexant with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Conexant and Alpha, which approval shall not be unreasonably withheld or delayed. Alpha will use reasonable best efforts to cause the Proxy Statement/Prospectus Statement in definitive form to be mailed to Alpha's stockholders, and Conexant will use reasonable best efforts to cause the Company’s stockholders as promptly as possible after the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement/Prospectus to be mailed to Conexant's stockholders, in each case as promptly as practicable after the Proxy Statement/Prospectus is cleared by the SEC and the Form S-4 is declared effective under the Securities Act. Alpha shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Alpha Common Stock in the Merger and Alpha and Conexant shall furnish all information concerning Alpha, Washington and Conexant and the holders of Conexant Common Stock as may be reasonably requested in connection with any such action. Alpha will advise Conexant, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order with respect to the Form S-4, the suspension of the qualification of the Alpha Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. If at any time prior to obtaining the Effective Time Company Stockholder Approval, any information relating to Alpha or Washingtonthe Merger, the Company, Parent, Merger Sub or any of their respective affiliates, directors or officers becomes known to the Company or directors, should Parent that would be discovered by Alpha or Conexant which should required to be set forth in an amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus so Statement in order that any of such documents document would not include contain 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 to which discovers such information becomes known shall promptly so notify the other parties hereto and, to Party and the extent required by Applicable Laws, Company shall promptly file with the SEC an appropriate amendment or supplement describing such information shall be promptly filed with and, to the SEC and disseminated extent required by applicable Law, disseminate such amendment or supplement to the stockholders of Alpha the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall give Parent, Merger Sub and Conexanttheir counsel a reasonable opportunity to review and comment on such document or response and shall cooperate in good faith with Parent, Merger Sub and their counsel to reflect all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel and to respond to any of their questions with respect thereto.

Preparation of Proxy Statement; Stockholders Meeting. In the event that Investor delivers the Notice of Exercise prior to the Option Expiration Date in accordance with Section 2.6, then: (a) As promptly as reasonably practicable following the date hereofExercise Date (but, Alpha and Conexant shall in any event, no later than 20 Business Days after the Exercise Date, provided that if the Exercise Date is less than 30 days after the Effective Date, such 20 Business Day period will commence 30 days after the Effective Date), Parent will prepare and Alpha shall file cause to be filed with the SEC the proxy materials which shall constitute the Proxy Statement/Prospectus statement to be mailed sent to Alpha's the stockholders of Parent in connection with the Alpha Parent Stockholders Meeting (such proxy statement/prospectus, and any amendments as amended or supplements theretosupplemented, the "“Proxy Statement/Prospectus"”) in preliminary form. Parent and Conexant Investor will cooperate and Alpha shall prepare and Alpha shall file consult with the SEC a registration statement on Form S-4 with respect to the issuance of Alpha Common Stock each other in the Merger (the "Form S-4"). The Proxy Statement/Prospectus will be included in and will constitute a part preparation of the Form S-4 as Alpha's prospectus and will be mailed to Conexant's stockholders as an Information Statement in connection with the Distribution. The Form S-4 and the Proxy Statement/Prospectus will comply as to form in all material respects with . Without limiting the requirements generality of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. Alpha shall use reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC as promptly as reasonably practicable after filing with the SECforegoing, to have the Form S-4 declared effective by the SEC as promptly as reasonably practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Alpha shall, as promptly as practicable after receipt thereof, (i) Parent will provide to Conexant copies of any written comments and advise Conexant of any oral comments with respect to the Proxy Statement/Prospectus and the Form S-4 received from the SEC. Alpha shall provide Conexant Investor with a reasonable opportunity to review and comment on the Proxy Statement or any amendment or supplement thereto prior to filing (which comments shall be reasonably considered by Parent) and (ii) upon Parent’s request, Investor will promptly furnish to Parent the Form S-4 or information relating to it and in its possession required by the Exchange Act to be set forth in the Proxy Statement/Prospectus prior . Each of Parent and Investor will cause the Proxy Statement to filing comply as to form and substance as to such Party in all material respects with the SECapplicable requirements of the Exchange Act and the rules and regulations of The NASDAQ Stock Market. (b) Each of Parent and Investor agree to correct any information provided by it for use in the Proxy Statement that has become materially false or misleading upon becoming aware of the same and, if required by applicable Law, Parent shall promptly prepare and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein mail to the contrary, no its stockholders an amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus setting forth such correction; provided, however, that if an amendment or the Form S-4 shall be made without the approval of both Conexant and Alpha, which approval shall not be unreasonably withheld or delayed. Alpha will use reasonable best efforts to cause the Proxy Statement/Prospectus supplement is required to be prepared and mailed due to Alpha's stockholdersinformation provided by Investor being materially false or misleading, then all costs and Conexant expenses incurred in connection with such amendment or supplement will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Conexant's stockholdersborne by Investor. Parent will, in each case as promptly as practicable after reasonably practicable, notify Investor of the Proxy Statement/Prospectus is cleared by receipt of any comments from or other correspondence with the SEC and the Form S-4 is declared effective under the Securities Act. Alpha shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Alpha Common Stock in the Merger and Alpha and Conexant shall furnish all information concerning Alpha, Washington and Conexant and the holders of Conexant Common Stock as may be reasonably requested in connection with any such action. Alpha will advise Conexant, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order staff with respect to the Form S-4, the suspension of the qualification of the Alpha Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information (and promptly deliver a copy of such comments, any related correspondence or request to Investor). Parent shall use its reasonable best efforts to resolve, and each of Parent and Investor agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form 60 to be cleared by the SEC and mailed to Parent's stockholders as promptly as reasonably practicable following filing with the SEC. Parent agrees to consult with Investor prior to responding to SEC comments with respect to the preliminary Proxy Statement. (c) Subject to the terms hereof, as promptly as reasonably practicable after the date of mailing of the Proxy Statement/Prospectus Statement (and in any event no more than 25 Business Days), Parent, acting through its board of directors, and in accordance with applicable Law, will (i) duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of authorizing this Agreement and the transactions contemplated hereby (the “Parent Stockholders Meeting”) and (ii) include in the Proxy Statement the Parent Board Recommendation unless there is an Adverse Recommendation Change in accordance with Section 6.13. Without limiting the generality of the foregoing, NII Telecom agrees that its obligations pursuant to clause (i) of the foregoing sentence of this Section 6.12(c) will not be affected by the commencement, public proposal, public disclosure or communication to NII Telecom or Parent or any other Person of any Brazil Proposal or Parent Takeover Proposal. Subject to Section 6.13, and unless Parent has made an Adverse Recommendation Change, Parent shall use reasonable best efforts to (A) solicit from its stockholders proxies in favor of the Form S-4adoption of this Agreement and approval of the transactions contemplated hereby and (B) take all other actions necessary or advisable to secure the vote or consent of its stockholders required by applicable Law to obtain such approval. If at any time prior Parent shall keep Investor updated with respect to proxy solicitation results as reasonably requested by Investor. Once the Parent Stockholders Meeting has been called and noticed, Parent shall not postpone or adjourn the Parent Stockholders Meeting (other than (x) with the written consent of Investor, which shall not be unreasonably withheld, conditioned or delayed, (y) in order to obtain a quorum of its stockholders or (z) as reasonably determined by Parent to comply with applicable Law). Notwithstanding anything contained herein to the Effective Time any information relating contrary, Parent shall not be required to Alpha or Washington, or any of their respective affiliates, officers or directors, should be discovered by Alpha or Conexant which should be set forth in an amendment or supplement to hold the Form S-4 or Parent Stockholders Meeting if this Agreement is terminated before the Proxy Statement/Prospectus 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 which discovers such information shall promptly notify the other parties hereto and, to the extent required by Applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Alpha and Conexant.meeting is held. 6.13

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date hereof, Alpha GBC, Fortune and Conexant ACCO shall prepare and Alpha GBC shall file with the SEC proxy materials which shall constitute the Proxy Statement/Prospectus to be mailed to Alpha's GBC’s stockholders in connection with the Alpha GBC Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "“Proxy Statement/Prospectus"”) and Conexant Fortune, ACCO and Alpha GBC shall prepare and Alpha ACCO shall file with the SEC a registration statement on Form S-4 with respect to the issuance of Alpha ACCO Common Stock in the Merger (the "“Form S-4"”). The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Alpha's ACCO’s prospectus and will be mailed to Conexant's Fortune’s stockholders as an Information Statement in connection with the Distribution. The Form S-4 and the Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. Alpha GBC shall use reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC as promptly as reasonably practicable after filing with the SEC, SEC and ACCO shall use reasonable best efforts to have the Form S-4 declared effective by the SEC as promptly as reasonably practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Alpha GBC, Fortune and ACCO shall, as promptly as practicable after receipt thereof, provide to Conexant each other copies of any written comments and advise Conexant each other of any oral comments with respect to the Proxy Statement/Prospectus and the Form S-4 received from the SEC. Alpha GBC shall provide Conexant Fortune and ACCO with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus prior to filing such with the SEC, and with a copy of all such filings made with the SEC. ACCO shall provide GBC and Fortune with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Conexant Fortune and AlphaGBC, which approval shall not be unreasonably withheld or delayed. Alpha GBC will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Alpha's GBC’s stockholders, and Conexant Fortune will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Conexant's Fortune’s stockholders, in each case as promptly as practicable after the Proxy Statement/Prospectus is cleared by the SEC and the Form S-4 is declared effective under the Securities Act. Alpha ACCO shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Alpha ACCO Common Stock in the Merger and Alpha GBC and Conexant Fortune shall furnish all information concerning Alpha, Washington GBC and Conexant Fortune and the holders of Conexant GBC Common Stock, GBC Class B Common Stock and Fortune Common Stock as may be reasonably requested in connection with any such action. Alpha Each of Fortune and ACCO, on the one hand, and GBC, on the other hand, will advise Conexantthe other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order with respect to the Form S-4, the suspension of the qualification of the Alpha ACCO Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time any information relating to Alpha GBC or WashingtonACCO, or any of their respective affiliates, officers or directors, should be discovered by Alpha GBC, Fortune or Conexant ACCO which should be set forth in an amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus 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 which discovers such information shall promptly notify the other parties hereto and, to the extent required by Applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Alpha GBC and ConexantFortune.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following The Seller will cause the date hereof, Alpha and Conexant shall prepare and Alpha shall file with the SEC proxy materials which shall constitute the Proxy Statement/Prospectus Company to be mailed to Alpha's stockholders in connection with the Alpha Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Conexant and Alpha shall prepare and Alpha shall file with the SEC a registration statement on Form S-4 with respect deliver to the issuance of Alpha Common Stock in Buyer the Merger (the "Form S-4"). The Company Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Alpha's prospectus and will be mailed to Conexant's stockholders as an Information Statement in connection with the Distribution. The Form S-4 and the Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. Alpha shall use reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC as promptly as reasonably practicable after filing the execution of this Agreement for inclusion in the Proxy Statement. The Buyer shall prepare and promptly file with the U.S. Securities and Exchange Commission (the “SEC”), but in no event later than (i) October 13, 2006 or (ii) five (5) Business Days after delivery of the Company Proxy Information by the Seller, whichever is later (the “Filing Deadline”), the Proxy Statement in preliminary form or such other form, statement or report as may be required under the federal securities laws. Following its clearance by the SEC, the Buyer shall distribute the Proxy Statement to have the Form S-4 declared effective by Buyer’s stockholders and, pursuant thereto duly call, give notice of, convene and hold the SEC Buyer’s Stockholder Meeting as promptly as reasonably practicable after filing in accordance with applicable Law for the SEC purpose of seeking the Stockholder Approval. The Buyer, through its Board of Directors, shall recommend to its stockholders that they adopt and to keep the Form S-4 effective as long as is necessary to consummate the Merger approve this Agreement and the transactions contemplated therebyherein and, subject to applicable Law and its fiduciary duties, shall not withdraw or modify its recommendation. Alpha shallThe Company and the Seller shall cooperate with the Buyer in the filing, as promptly as practicable after receipt thereof, provide to Conexant copies preparation and distribution of any written comments and advise Conexant of any oral comments with respect to the Proxy Statement/Prospectus . All fees and expenses incurred by the Form S-4 received from Buyer, the SEC. Alpha shall provide Conexant with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Seller or the Proxy Statement/Prospectus prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Conexant and Alpha, which approval shall not be unreasonably withheld or delayed. Alpha will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Alpha's stockholders, and Conexant will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Conexant's stockholders, in each case as promptly as practicable after the Proxy Statement/Prospectus is cleared by the SEC and the Form S-4 is declared effective under the Securities Act. Alpha shall also take any action Company (other than qualifying to do business the audit fees described in any jurisdiction in which it is not now so qualified or to file a general consent to service of processSection 6.23) required to be taken under any applicable state securities laws in connection with the issuance of Alpha Common Stock in the Merger and Alpha and Conexant shall furnish all information concerning Alpha, Washington and Conexant and the holders of Conexant Common Stock as may be reasonably requested in connection with any such action. Alpha will advise Conexant, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order with respect to the Form S-4, the suspension of the qualification of the Alpha Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment preparation of the Proxy Statement/Prospectus or Statement and obtaining the Form S-4. If at any time prior Stockholder Approval shall be borne by the Buyer, including, without limitation, all related fees and expenses of counsel to the Effective Time any information relating to Alpha or Washington, or any of Seller and the Company and all other fees and expenses incurred by the Seller and the Company in performing their respective affiliates, officers or directors, should be discovered obligations under this Section 6.18. The Buyer shall pay such fees and expenses described in the immediately preceding sentence within twenty (20) calendar days following receipt by Alpha or Conexant which should be set forth in an amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement Buyer 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 which discovers such information shall promptly notify the other parties hereto and, to the extent required by Applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Alpha and Conexantreasonably detailed invoice relating thereto.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date hereof, Alpha ConocoPhillips and Conexant Burlington shall prepare cooperate in preparing and Alpha shall file cause to be filed with the SEC mutually acceptable proxy materials which that shall constitute the Proxy Statement/Prospectus to be mailed to Alpha's stockholders in connection with the Alpha Stockholders Meeting (such proxy statement/prospectusand ConocoPhillips and Burlington shall prepare, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Conexant and Alpha shall prepare and Alpha ConocoPhillips shall file with the SEC a registration statement on Form S-4 with respect to SEC, the issuance of Alpha Common Stock in the Merger (the "Form S-4"). The Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as Alpha's prospectus ConocoPhillips' prospectus. Each of ConocoPhillips and will be mailed to Conexant's stockholders as an Information Statement in connection with the Distribution. The Form S-4 and the Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. Alpha Burlington shall use reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC as promptly as reasonably practicable after filing with the SEC, to have and the Form S-4 declared effective by the SEC as promptly as reasonably practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated therebyhereby. Alpha ConocoPhillips and Burlington shall, as promptly as practicable after receipt thereof, provide to Conexant the other parties with copies of any written comments comments, and advise Conexant each other of any oral comments comments, with respect to the Proxy Statement/Prospectus and the or Form S-4 received from the SEC. Alpha ConocoPhillips and Burlington shall cooperate and provide Conexant the other parties with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC, and each will provide each other parties with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Conexant ConocoPhillips and AlphaBurlington, which approval shall not be unreasonably withheld or delayed; provided that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that Burlington, in connection with a Change in the Burlington Recommendation, may amend or supplement the Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Burlington Recommendation, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Alpha Burlington will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Alpha's stockholders, and Conexant will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Conexant's stockholders, in each case Burlington stockholders as promptly as practicable after the Proxy Statement/Prospectus is cleared by the SEC and the Form S-4 is declared effective under the Securities Act. Alpha shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Alpha Common Stock in the Merger ConocoPhillips and Alpha and Conexant shall furnish all information concerning Alpha, Washington and Conexant and the holders of Conexant Common Stock as may be reasonably requested in connection with any such action. Alpha Burlington will advise Conexantthe other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order with respect to the Form S-4order, the suspension of the qualification of the Alpha ConocoPhillips Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. If If, at any time prior to the Effective Time Time, any information relating to Alpha ConocoPhillips or WashingtonBurlington, or any of their respective affiliates, officers or directors, should be is discovered by Alpha ConocoPhillips or Conexant which Burlington and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus 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 which discovers hereto discovering such information shall promptly notify the other parties hereto and, to the extent required by Applicable Lawslaw, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Alpha ConocoPhillips and ConexantBurlington.