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

Preparation of Registration Statement and Proxy Statement. Inprise and Corel shall prepare and file with the SEC, applicable Canadian securities regulatory authorities and the TSE as soon as reasonably practicable after the date hereof the Proxy Statement. Corel shall prepare and file with the SEC, as soon as reasonably practicable after the date hereof, the Registration Statement, in which the Proxy Statement will be included as the prospectus. Corel and Inprise shall use their best efforts to have the Registration Statement declared effective by the SEC as promptly as practicable after such filing. Corel shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to service of process in any jurisdiction where Corel is not now so qualified or subject) required to be taken under applicable state blue sky or securities laws in connection with the issuance of Corel Common Stock in connection with the Merger. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Registration Statement, Corel shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Corel, Sub and Inprise shall cooperate with each other in the preparation of the Registration Statement and the Proxy Statement and any amendment or supplement thereto, and each shall notify the other of the receipt of any comments of the SEC with respect to the Registration Statement or the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to the other promptly copies of all correspondence between Corel or Inprise, as the case may be, or any of its Representatives and the SEC with respect to the Registration Statement or the Proxy Statement. Corel shall give Inprise and its counsel the opportunity to review the Registration Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of Inprise, Corel and Sub agrees to use its best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause (i) the Registration Statement to be declared effective by the SEC at the earliest practicable time and to be kept effective as long as is necessary to consummate the Merger, and (ii) the Proxy Statement to be mailed to the holders of Inprise Common Stock and Corel Common Stock entitled to vote at the meetings of the shareholders of Inprise and Corel at the earliest practicable time.

Preparation of Registration Statement and Proxy Statement. Inprise and Corel shall prepare and file with the SEC, applicable Canadian securities regulatory authorities and the TSE as As soon as reasonably practicable after the date hereof of this Agreement, the Company shall, in cooperation with HoldCo and ScottishPower, prepare the Proxy Statement. Corel shall prepare Statement and file HoldCo and ScottishPower shall, in cooperation with the SECCompany, as soon as reasonably practicable after the date hereof, prepare the Registration Statement, in which the Proxy Statement will be included as the prospectus. Corel The Company shall, in cooperation with ScottishPower, file the Proxy Statement with the SEC as its preliminary Proxy Statement and Inprise HoldCo shall, in cooperation with the Company, prepare and file with the SEC the Registration Statement in which the Proxy Statement will be included as the prospectus. HoldCo and the Company shall use their best commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable after such filing. Corel HoldCo and the Company shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to service of process in any jurisdiction where Corel ScottishPower is not now so qualified or subject) required to be taken under applicable state blue sky or securities laws in connection with the issuance of Corel Common Stock HoldCo ADRs or Merger Ordinary Shares in connection with the Merger. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Registration Statement, Corel HoldCo shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. CorelHoldCo, Sub ScottishPower and Inprise the Company shall cooperate with each the other parties in the preparation of the Registration Statement and the Proxy Statement and any amendment or supplement thereto, and each shall notify the other parties of the receipt of any comments of the SEC with respect to the Registration Statement or the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to the other parties promptly copies of all correspondence between Corel HoldCo, ScottishPower or Inprisehe Company, as the case may be, or any of its their respective Representatives and the SEC with respect to the Registration Statement or the Proxy Statement. Corel HoldCo, ScottishPower and the Company shall give Inprise the other parties and its their respective counsel the opportunity to review the Registration Statement and the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of Inprise, Corel the Company and Sub HoldCo agrees to use its best commercially reasonable efforts, after consultation with the other parties heretoeach other, to respond promptly to all such comments of and requests by the SEC and to cause (ix) the Registration Statement to be declared effective by the SEC at the earliest practicable time and to be kept effective as long as is necessary to consummate the Merger, and (iiy) the Proxy Statement to be mailed to the holders of Inprise Company Common Stock and Corel Common Company Preferred Stock entitled to vote at the meetings meeting of the shareholders stockholders of Inprise and Corel the Company at the earliest practicable time.

Preparation of Registration Statement and Proxy Statement. Inprise and Corel shall prepare and file with the SEC, applicable Canadian securities regulatory authorities and the TSE as As soon as reasonably practicable after the date hereof of this Agreement, the Company shall, in cooperation with Parent, prepare the Proxy Statement. Corel shall prepare Statement and file Parent shall, in cooperation with the SECCompany, as soon as reasonably practicable after the date hereof, prepare the Registration Statement, in which the Proxy Statement will be included as the prospectus. Corel The Company shall, in cooperation with Parent, file the Proxy Statement with the SEC as its preliminary Proxy Statement and Inprise Parent shall, in cooperation with the Company, prepare and file with the SEC the Registration Statement in which the Proxy Statement will be included as the prospectus. Parent and the Company shall use their best commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable after such filing. Corel Parent and the Company shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to service of process in any jurisdiction where Corel Parent is not now so qualified or subject) required to be taken under applicable state blue sky or securities laws in connection with the issuance of Corel Common Stock Parent ADSs or Parent Ordinary Shares in connection with the Merger. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Registration Statement, Corel Parent shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Corel, Sub Parent and Inprise the Company shall cooperate with each the other party in the preparation of the Registration Statement and the Proxy Statement and any amendment or supplement thereto, and each shall notify the other party of the receipt of any comments of the SEC with respect to the Registration Statement or the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to the other party promptly copies of all correspondence between Corel Parent or Inprisethe Company, as the case may be, or any of its Representatives and the SEC their respective representatives with respect to the Registration Statement or the Proxy Statement. Corel Parent and the Company shall give Inprise the other party and its their respective counsel the opportunity to review the Registration Statement and the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their there being filed with, or sent to, the SEC. Each of Inprise, Corel the Company and Sub Parent agrees to use its best commercially reasonable efforts, after consultation with the other parties heretoeach other, to respond promptly to all such comments of of, and requests by the SEC and to cause (ix) the Registration Statement to be declared effective by by, the SEC at the earliest practicable time and to be kept effective as long as is necessary to consummate the Merger, and (iiy) the Proxy Statement to be mailed to the holders of Inprise Common Stock and Corel Company Common Stock entitled to vote at the meetings of the shareholders of Inprise and Corel Company Stockholder's Meeting at the earliest practicable time.

Preparation of Registration Statement and Proxy Statement. Inprise and Corel Parent shall prepare and file with the SEC, applicable Canadian securities regulatory authorities and the TSE SEC as soon as reasonably practicable after the date hereof the Proxy Statement. Corel shall prepare and file with the SEC, as soon as reasonably practicable after the date hereof, the Registration Statement, in which the Proxy Statement will be included as the prospectus. Corel and Inprise Parent shall use their its reasonable best efforts to have the Registration Statement declared effective by the SEC as promptly as practicable after such filing. Corel shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to service of process in any jurisdiction where Corel is not now so qualified or subject) required to be taken under applicable state blue sky or securities laws in connection with the issuance of Corel Common Stock in connection with the Merger. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Registration Statement, Corel shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Corel, Sub and Inprise shall cooperate with each other in the preparation of the Registration Statement and the Proxy Statement and any amendment or supplement thereto, and each shall notify the other Company of the receipt of any comments of the SEC with respect to the Registration Statement or the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to the other promptly Company copies of all correspondence between Corel or Inprise, as the case may be, Parent or any of its Representatives and the SEC with respect to the Registration Statement or the Proxy Statement. Corel If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Registration Statement, Parent shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. The Company shall fully cooperate with Parent in the preparation of the Registration Statement and the Proxy Statement and any amendment or supplement thereto, including by providing all information with respect to the Company and its Subsidiaries and other affiliates for inclusion in the Registration Statement and the Proxy Statement as may be reasonably requested by Parent and its legal advisors. Parent shall give Inprise the Company and its counsel the opportunity to review the Registration Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of Inprise, Corel the Company and Sub Parent agrees to use its reasonable best efforts, after consultation with the other parties heretoother, to respond promptly to all such comments of and requests by the SEC and to cause (ix) the Registration Statement to be declared effective by the SEC at the earliest practicable time and to be kept effective as long as is necessary to consummate the Merger, and (iiy) the Proxy Statement to be mailed to the holders of Inprise Common Stock and Corel Company Common Stock entitled to vote at the meetings meeting of the shareholders stockholders of Inprise and Corel the Company at the earliest practicable time. Parent shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to service of process in any jurisdiction where Parent is not now so qualified or subject) required to be taken under applicable state blue sky or securities laws in connection with the issuance of Parent Common Stock in connection with the Merger.

Preparation of Registration Statement and Proxy Statement. Inprise (a) The Company shall, as soon as practicable following the execution of this Agreement, prepare and Corel file (after providing Parent and Merger Sub with a reasonable opportunity to review and comment thereon) a preliminary Proxy Statement (as defined below) relating to the Stockholders Meeting with the SEC and shall use its commercially reasonable efforts to respond to any comments of the SEC (after consultation with Parent and Merger Sub) and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Registration Statement (as defined below) is declared effective by the SEC. As soon as practicable following the Company's preparation of the preliminary Proxy Statement, Parent shall prepare and file with the SEC, applicable Canadian securities regulatory authorities and the TSE as soon as reasonably practicable after the date hereof the Proxy Statement. Corel shall prepare and file with the SEC, as soon as reasonably practicable after the date hereof, SEC the Registration StatementStatement (after providing the Company with a reasonable opportunity to review and comment thereon), in which the Proxy Statement will be included as a prospectus, provided that Parent may delay the prospectus. Corel and Inprise shall use their best efforts to have filing of the Registration Statement declared effective until the Proxy Statement is cleared by the SEC SEC. Buyer and Seller shall use all reasonable efforts to cause the Registration Statement to become effective as promptly soon as practicable after such filing. Corel shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to service of process in any jurisdiction where Corel is not now so qualified or subject) required to be taken under applicable state blue sky or securities laws in connection with The Company, on the issuance of Corel Common Stock in connection with the Merger. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Registration Statement, Corel shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Corel, Sub and Inprise shall cooperate with each other in the preparation of the Registration Statement and the Proxy Statement and any amendment or supplement theretoone hand, and each Parent and Merger Sub, on the other, shall promptly notify the other of the receipt of any comments of from the SEC with respect to the Registration Statement or the Proxy Statement and of any requests request by the SEC for any amendment amendments or supplement thereto supplements to the Proxy Statement or Registration Statement or for additional information, information and shall provide to supply the other promptly with copies of all correspondence between Corel or Inprise, as the case may be, a party hereto or any of its Representatives representatives, on the one hand, and the SEC SEC, on the other hand, with respect to the Registration Proxy Statement or Registration Statement. If at any time prior to the Stockholders' Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement. Corel , the Company shall give Inprise promptly prepare and mail to its counsel stockholders such an amendment or supplement; PROVIDED, that no such amendment or supplement to the Proxy Statement will be made by the Company without providing Parent and Merger Sub the reasonable opportunity to review the Registration Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of Inprise, Corel and Sub agrees to use its best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause (i) the Registration Statement to be declared effective by the SEC at the earliest practicable time and to be kept effective as long as is necessary to consummate the Merger, and (ii) the Proxy Statement to be mailed to the holders of Inprise Common Stock and Corel Common Stock entitled to vote at the meetings of the shareholders of Inprise and Corel at the earliest practicable timecomment thereon.

Preparation of Registration Statement and Proxy Statement. Inprise The Company and Corel Parent shall prepare and file with the SEC, applicable Canadian securities regulatory authorities and the TSE SEC as soon as reasonably practicable after the date hereof the Proxy Statement. Corel Statement and Parent shall prepare and file with the SEC, SEC as soon as reasonably practicable after the date hereof, hereof the Registration Statement, in which the Proxy Statement will be included as the prospectus. Corel Parent and Inprise the Company shall use their best efforts to have the Registration Statement declared effective by the SEC as promptly as practicable after such filing. Corel Parent shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to service of process in any jurisdiction where Corel Parent is not now so qualified or subject) required to be taken under applicable state blue sky or securities laws in connection with the issuance of Corel Parent Common Stock in connection with the Merger. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Registration Statement, Corel Parent shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. CorelParent, Sub and Inprise the Company shall cooperate with each other in the preparation of the Registration Statement and the Proxy Statement and any amendment or supplement thereto, and each shall notify the other of the receipt of any comments of the SEC with respect to the 35 42 Registration Statement or the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to the other promptly copies of all correspondence between Corel Parent or Inprisethe Company, as the case may be, or any of its Representatives and the SEC with respect to the Registration Statement or the Proxy Statement. Corel Parent shall give Inprise the Company and its counsel the opportunity to review the Registration Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of Inprisethe Company, Corel Parent and Sub agrees to use its best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause (i) the Registration Statement to be declared effective by the SEC at the earliest practicable time and to be kept effective as long as is necessary to consummate the MergerSEC, and (ii) the Proxy Statement to be mailed to the holders of Inprise Company Common Stock and Corel Parent Common Stock entitled to vote at the meetings of the shareholders stockholders of Inprise the Company and Corel Parent at the earliest practicable time.

Preparation of Registration Statement and Proxy Statement. Inprise The Company and Corel Parent shall prepare and file with the SEC, applicable Canadian securities regulatory authorities and the TSE SEC as soon as reasonably practicable after the date hereof but, in any event no later than December 31, 1996, the Proxy Statement. Corel Statement and Parent shall prepare and file with the SEC, SEC as soon as reasonably practicable after the date hereofsuch date, the Registration Statement, in which the Proxy Statement will be included as the prospectus. Corel Parent and Inprise the Company shall use their best efforts to have the Registration Statement declared effective by the SEC as promptly as practicable after such filing. Corel Parent shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to service of process in any jurisdiction where Corel Parent is not now so qualified or subject) required to be taken under applicable state blue sky or securities laws in connection with the issuance of Corel Parent Common Stock in connection with the Merger. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Registration Statement, Corel Parent shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. CorelParent, Sub and Inprise the Company shall cooperate with each other in the preparation of the Registration Statement and the Proxy Statement and any amendment or supplement thereto, and each shall notify the other of the receipt of any comments of the SEC with respect to the Registration Statement or the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to the other promptly copies of all correspondence between Corel Parent or Inprisethe Company, as the case may be, or any of its Representatives and the SEC with respect to the Registration Statement or the Proxy Statement. Corel Parent shall give Inprise the Company and its counsel the opportunity to review the Registration Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of Inprisethe Company, Corel Parent and Sub agrees to use its best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause (ix) the Registration Statement to be declared effective by the SEC at the earliest practicable time and to be kept effective as long as is necessary to consummate the Merger, and (iiy) the Proxy Statement to be mailed to the holders of Inprise Company Common Stock and Corel Parent Common Stock entitled to vote at the meetings of the shareholders stockholders of Inprise the Company and Corel Parent at the earliest practicable time.. 6.03

Preparation of Registration Statement and Proxy Statement. Inprise and Corel (1) Direct Connect shall prepare and file with the SEC, applicable Canadian securities regulatory authorities and the TSE SEC as soon as reasonably practicable after the date hereof the proxy statement of Direct Connect required to be mailed to the shareholder's of Direct Connect in connection with the Merger (the "Proxy Statement. Corel "), and the Company shall prepare and file with the SEC, SEC as soon as reasonably practicable after the date hereofhereof a registration statement as may be required on Form S-4 together with a registration statement covering the issuance of the Company's Common Stock in the Merger, as amended or supplemented from time to time (as so amended and supplemented, the "Registration Statement"), in which the Proxy Statement will be included as part of the prospectus. Corel The Company and Inprise Direct Connect shall use their best efforts to have the Registration Statement declared effective by the SEC as promptly as practicable after such filing. Corel The Company shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to service of process in any jurisdiction where Corel the Company is not now so qualified or subject) required to be taken under applicable state blue sky or securities laws in connection with the issuance of Corel the Company's Common Stock in connection with the Merger. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Registration Statement, Corel Direct Connect and/or the Company shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Corel, Sub Direct Connect and Inprise the Company shall cooperate with each other in the preparation of the Registration Statement and the Proxy Statement and any amendment or supplement thereto, and each shall notify the other of the receipt of any comments of from the SEC with respect to the Registration Statement or the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to the other promptly copies of all correspondence between Corel the SEC and Direct Connect or Inprisethe Company, as the case may be, or any of its Representatives and the SEC representatives with respect to the Registration Statement or the Proxy Statement. Corel The parties and their counsel shall give Inprise and its counsel have the opportunity to review the Registration Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of Inprise, Corel the Company and Sub Direct Connect agrees to use its best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause (i) the Registration Statement to be declared effective by the SEC at the earliest practicable time and to be kept effective as long as is necessary to consummate the MergerSEC, and (ii) the Proxy Statement to be mailed to the holders of Inprise Common Stock and Corel Direct Connect Common Stock entitled to vote at the meetings of the shareholders of Inprise and Corel Direct Connect Stockholder's Meeting at the earliest practicable time.

Preparation of Registration Statement and Proxy Statement. Inprise The Company and Corel Parent shall prepare the Proxy Statement and Parent shall prepare and file with the SEC, applicable Canadian securities regulatory authorities and the TSE SEC as soon as reasonably practicable after the date hereof the Proxy Statement. Corel shall prepare and file with the SEC, as soon as reasonably practicable after the date hereof, the Registration Statement, in which the Proxy Statement will be included as the prospectus. Corel Parent and Inprise the Company shall use their best efforts to have the Registration Statement declared effective by the SEC as promptly as practicable after such filing. Corel Parent shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to service of process in any jurisdiction where Corel Parent is not now so qualified or subject) required to be taken under applicable state blue sky or securities laws in connection with the issuance of Corel Parent Common Stock in connection with the Merger. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Registration Statement, Corel Parent with the cooperation of the Company shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. CorelParent, Sub and Inprise the Company shall cooperate with each other in the preparation of the Registration Statement and the Proxy Statement and any amendment or supplement thereto, and each Parent shall notify the other Company of the receipt of any comments of the SEC with respect to the Registration Statement or the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to the other Company promptly copies of all correspondence between Corel or Inprise, as the case may be, Parent or any of its Representatives and the SEC with respect to the Registration Statement or the Proxy Statement. Corel Parent shall give Inprise the Company and its counsel the opportunity to review the Registration Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of Inprisethe Company, Corel Parent and Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause (ix) the Registration Statement to be declared effective by the SEC at the earliest practicable time and to be kept effective as long as is necessary to consummate the Merger, and (iiy) the Proxy Statement to be mailed to the holders of Inprise Common Stock and Corel Company Common Stock entitled to vote at the meetings meeting of the shareholders stockholders of Inprise and Corel the Company at the earliest practicable time.

Preparation of Registration Statement and Proxy Statement. Inprise and Corel shall prepare and file with the SEC, applicable Canadian securities regulatory authorities and the TSE as As soon as reasonably practicable after the date hereof of this Agreement, the Company shall, in cooperation with Parent, prepare the Proxy Statement. Corel shall prepare Statement and file Parent shall, in cooperation with the SECCompany, as soon as reasonably practicable after the date hereof, prepare the Registration Statement, in which the Proxy Statement will be included as the prospectus. Corel The Company shall, in cooperation with Parent, file the Proxy Statement with the SEC as its preliminary Proxy Statement and Inprise Parent shall, in cooperation with the Company, prepare and file with the SEC the Registration Statement in which the Proxy Statement will be included as the prospectus. Parent and the Company shall use their best commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable after such filing. Corel Parent and the Company shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to service of process in any jurisdiction where Corel Parent is not now so qualified or subject) required to be taken under applicable state blue sky or securities laws in connection with the issuance of Corel Common Stock Parent ADRs or Merger Ordinary Shares in connection with the Merger. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Registration Statement, Corel Parent shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Corel, Sub Parent and Inprise the Company shall cooperate with each other in the preparation of the Registration Statement and the Proxy Statement and any amendment or supplement thereto, and each shall notify the other of the receipt of any comments of the SEC with respect to the Registration Statement or the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to the other promptly copies of all correspondence between Corel Parent or Inprisethe Company, as the case may be, or any of its Representatives and the SEC with respect to the Registration Statement Statemet or the Proxy Statement. Corel Parent and the Company shall give Inprise the other and its respective counsel the opportunity to review the Registration Statement and the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of Inprise, Corel the Company and Sub Parent agrees to use its best commercially reasonable efforts, after consultation with the other parties heretoeach other, to respond promptly to all such comments of and requests by the SEC and to cause (ix) the Registration Statement to be declared effective by the SEC at the earliest practicable time and to be kept effective as long as is necessary to consummate the Merger, and (iiy) the Proxy Statement to be mailed to the holders of Inprise Company Common Stock and Corel Common Company Preferred Stock entitled to vote at the meetings meeting of the shareholders stockholders of Inprise and Corel the Company at the earliest practicable time.

Preparation of Registration Statement and Proxy Statement. Inprise and Corel shall prepare and file with the SEC, applicable Canadian securities regulatory authorities and the TSE as As soon as reasonably practicable after the date hereof of this Agreement, Parent and the Proxy Statement. Corel Company shall prepare prepare, and Parent shall file with the SECSEC and any other non-U.S. entity, as soon as reasonably practicable after including AEX and the date hereofNetherlands Merger Committee, the Registration Statement, in which the Proxy Statement will be included as Parent's prospectus and any other filings required under any Laws or rules relating to the prospectusMerger and the transactions contemplated by this Agreement. Corel Each of the Company and Inprise Parent shall use their its reasonable best efforts to have the Registration Statement declared effective by under the SEC Securities Act as promptly as practicable after such filing. Corel The Company shall also mail the Proxy Statement to its stockholders as promptly as practicable following the date on which it is cleared by the SEC and the Registration Statement is declared effective. Parent shall take any action (other than qualifying as a foreign corporation or taking any action which would subject it to service of process in any jurisdiction where Corel is not now so qualified or subject) required to be taken under any applicable foreign securities Laws or state securities or blue sky or securities laws Laws in connection with the issuance of Corel Common Stock Parent Ordinary Shares in the Merger and the Company shall furnish all information concerning the Company and its stockholders as may reasonably be requested in connection with any such action. No amendment or supplement to the Proxy Statement shall be made by the Company or Parent without the approval of the other party, which shall not be unreasonably withheld or delayed. Each party shall advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Parent Ordinary Shares issuable in connection with the MergerMerger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time Time, the Company or Parent discovers any event shall occur information relating to either party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment of or a supplement to the Registration Statement, Corel shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Corel, Sub and Inprise shall cooperate with each other in the preparation of the Registration Statement and the Proxy Statement and any amendment or supplement thereto, and each shall notify the other of the receipt of any comments of the SEC with respect to the Registration Statement or Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the Proxy Statement statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and of any requests by the SEC for any an appropriate amendment or supplement thereto or for additional informationdescribing such information shall be promptly filed with the SEC and, and shall provide to the other promptly copies of all correspondence between Corel extent required by Law or Inpriseregulation, as the case may be, or any of its Representatives and the SEC with respect disseminated to the Registration Statement or the Proxy Statement. Corel shall give Inprise and its counsel the opportunity to review the Registration Statement and all responses to requests for additional information by and replies to comments stockholders of the SEC before their being filed with, or sent to, the SEC. Each of Inprise, Corel and Sub agrees to use its best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause (i) the Registration Statement to be declared effective by the SEC at the earliest practicable time and to be kept effective as long as is necessary to consummate the Merger, and (ii) the Proxy Statement to be mailed to the holders of Inprise Common Stock and Corel Common Stock entitled to vote at the meetings of the shareholders of Inprise and Corel at the earliest practicable timeCompany.

Preparation of Registration Statement and Proxy Statement. Inprise and Corel SoftQuad shall prepare and file with the SEC, SEC and applicable Canadian securities regulatory authorities and the TSE as soon as reasonably practicable after the date hereof the Proxy Statement. Corel shall prepare and file with the SEC, as soon as reasonably practicable after the date hereof, the Registration Statement, in which the Proxy Statement will be included as the prospectusincluded. Corel and Inprise SoftQuad shall use their best efforts to have the Registration Statement declared effective by the SEC as promptly as practicable after such filing. Corel shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to taxation or service of process in any jurisdiction where Corel is not now so qualified or subject) required to be taken under applicable state blue sky or provincial or federal securities laws in connection with the issuance of Corel Common Stock in connection with the Merger. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Registration Statement, Corel shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Corel, Sub and Inprise SoftQuad shall cooperate with each other in the preparation of the Registration Statement and the Proxy Statement and any amendment or supplement thereto, and each shall notify the other of the receipt of any comments of the SEC with respect to the Registration Statement or the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to the other promptly copies of all correspondence between Corel or InpriseSoftQuad, as the case may be, or any of its Representatives and the SEC with respect to the Registration Statement or the Proxy Statement. Corel shall assist SoftQuad in the preparation of any pro forma financial statements required to be included in the Proxy Statement. Corel shall give Inprise SoftQuad and its counsel the opportunity to review the Registration Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of InpriseSoftQuad, Corel and Sub agrees to use its best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause (i) the Registration Statement to be declared effective by the SEC at the earliest practicable time and to be kept effective as long as is necessary to consummate the Merger, and (ii) the Proxy Statement to be mailed to the holders of Inprise SoftQuad Common Stock, SoftQuad Preferred Stock and Corel Common SoftQuad Exchangeable Stock entitled to vote at the meetings meeting of the shareholders stockholders of Inprise and Corel SoftQuad at the earliest practicable time.

Preparation of Registration Statement and Proxy Statement. Inprise Micrografx and Corel shall prepare and file with the SEC, applicable Canadian securities regulatory authorities and the TSE as soon as reasonably practicable after the date hereof hereof, the Proxy Statement. Corel shall prepare and file with the SEC, as soon as reasonably practicable after the date hereof, the Registration Statement, in which the Proxy Statement will be included as the prospectusincluded. Corel and Inprise Micrografx shall use their best efforts to have the Registration Statement declared effective by the SEC as promptly as practicable after such filing. Corel shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to taxation or service of process in any jurisdiction where Corel is not now so qualified or subject) required to be taken under applicable state blue sky or provincial or federal securities laws in connection with the issuance and resale of Corel Common Stock and the issuance of the Corel PRs in connection with the Merger. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Registration Statement, Corel shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Corel, Sub and Inprise Micrografx shall cooperate with each other in the preparation of the Registration Statement and the Proxy Statement and any amendment or supplement thereto, and each shall notify the other of the receipt of any comments of the SEC with respect to the Registration Statement or the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to the other promptly copies of all correspondence between Corel or InpriseMicrografx, as the case may be, or any of its Representatives and the SEC with respect to the Registration Statement or the Proxy Statement. Corel shall give Inprise Micrografx and its counsel the opportunity to review the Registration Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of InpriseMicrografx, Corel and Sub agrees to use its best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause (i) the Registration Statement to be declared effective by the SEC at the earliest practicable time and to be kept effective as long as is necessary to consummate the Merger, and (ii) the Proxy Statement to be mailed to the holders of Inprise Common Stock and Corel Micrografx Common Stock entitled to vote at the meetings meeting of the shareholders of Inprise and Corel Micrografx at the earliest practicable time.

Preparation of Registration Statement and Proxy Statement. Inprise and Corel shall prepare and file with the SEC, applicable Canadian securities regulatory authorities and the TSE as soon as reasonably practicable after the date hereof the Proxy Statement. Corel Cadence shall prepare and file with the SEC, as soon as reasonably practicable after the date hereof, the Registration Statement, in which the Proxy Statement will be included as the prospectus. Corel Cadence and Inprise Aurora shall use their best efforts to have the Registration Statement declared effective by the SEC as promptly as practicable after such filingfiling and Aurora will cooperate with Cadence in the preparation of such Registration Statement. Corel Cadence shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to taxation or service of process in any jurisdiction where Corel Cadence is not now so qualified or subject) required to be taken under applicable state blue sky or provincial or federal securities laws in connection with the issuance of Corel Cadence Common Stock in connection with the Merger. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Registration Statement, Corel Cadence shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. CorelCadence, Aurora and Acquisition Sub and Inprise shall cooperate with each other in the preparation of the Registration Statement and the Proxy Statement and any amendment or supplement thereto, and each shall notify the other of the receipt of any comments of the SEC with respect to the Registration Statement or the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to the other promptly copies of all correspondence between Corel Cadence or InpriseAurora, as the case may be, or any of its their respective Representatives and the SEC with respect to the Registration Statement or the Proxy Statement. Corel Cadence shall give Inprise Aurora and its counsel the opportunity to review the Registration Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of InpriseAurora, Corel Cadence and Acquisition Sub agrees to use its best efforts, after consultation with the other parties heretoParties, to respond promptly to all such comments of and requests by the SEC and to cause (i) the Registration Statement to be declared effective by the SEC at the earliest practicable time and to be kept effective as long as is necessary to consummate the Merger, and (ii) the Proxy Statement to be mailed to the holders of Inprise Common Stock and Corel Common Stock entitled to vote at the meetings of the shareholders of Inprise and Corel at the earliest practicable time.

Preparation of Registration Statement and Proxy Statement. Inprise (a) The Company shall, as soon as practicable following the execution of this Agreement, prepare and Corel file (after providing Parent and Merger Sub with a reasonable opportunity to review and comment thereon) a preliminary Proxy Statement (as defined below) relating to the Stockholders Meeting with the SEC and shall use its commercially reasonable efforts to respond to any comments of the SEC (after consultation with Parent and Merger Sub) and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Registration Statement (as defined below) is declared effective by the SEC. As soon as practicable following the Company's preparation of the preliminary Proxy Statement, Parent shall prepare and file with the SEC, applicable Canadian securities regulatory authorities and the TSE as soon as reasonably practicable after the date hereof the Proxy Statement. Corel shall prepare and file with the SEC, as soon as reasonably practicable after the date hereof, SEC the Registration StatementStatement (after providing the Company with a reasonable opportunity to review and comment thereon), in which the Proxy Statement will be included as a prospectus, provided that Parent may delay the prospectus. Corel and Inprise shall use their best efforts to have filing of the Registration Statement declared effective until the Proxy Statement is cleared by the SEC SEC. Buyer and Seller shall use all reasonable efforts to cause the Registration Statement to become effective as promptly soon as practicable after such filing. Corel shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to service of process in any jurisdiction where Corel is not now so qualified or subject) required to be taken under applicable state blue sky or securities laws in connection with The Company, on the issuance of Corel Common Stock in connection with the Merger. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Registration Statement, Corel shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Corel, Sub and Inprise shall cooperate with each other in the preparation of the Registration Statement and the Proxy Statement and any amendment or supplement theretoone hand, and each Parent and Merger Sub, on the other, shall promptly notify the other of the receipt of any comments of from the SEC with respect to the Registration Statement or the Proxy Statement and of any requests request by the SEC for any amendment amendments or supplement thereto supplements to the Proxy Statement or Registration Statement or for additional information, information and shall provide to supply the other promptly with copies of all correspondence between Corel or Inprise, as the case may be, a party hereto or any of its Representatives representatives, on the one hand, and the SEC SEC, on the other hand, with respect to the Registration Proxy Statement or Registration Statement. If at any time prior to the Stockholders' Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement. Corel , the Company shall give Inprise promptly prepare and mail to its counsel stockholders such an amendment or supplement; provided, that no such amendment -------- or supplement to the Proxy Statement will be made by the Company without providing Parent and Merger Sub the reasonable opportunity to review the Registration Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of Inprise, Corel and Sub agrees to use its best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause (i) the Registration Statement to be declared effective by the SEC at the earliest practicable time and to be kept effective as long as is necessary to consummate the Merger, and (ii) the Proxy Statement to be mailed to the holders of Inprise Common Stock and Corel Common Stock entitled to vote at the meetings of the shareholders of Inprise and Corel at the earliest practicable timecomment thereon.

Preparation of Registration Statement and Proxy Statement. Inprise Grizzly and Corel Lynx shall prepare and file with the SEC, applicable Canadian securities regulatory authorities and the TSE The Toronto Stock Exchange as soon as reasonably practicable after the date hereof the Proxy Statement. Corel Lynx shall prepare and file with the SEC, SEC as soon as reasonably practicable after the date hereof, hereof the Registration Statement, in which the Proxy Statement will be included as the prospectus. Corel Lynx and Inprise Grizzly shall use their best efforts to have the Registration Statement declared effective by the SEC as promptly as practicable after such filing. Corel Lynx shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to service of process in any jurisdiction where Corel Lynx is not now so qualified or subject) required to be taken under applicable state blue sky or securities laws in connection with the issuance of Corel Lynx Common Stock in connection with the Merger. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Registration Statement, Corel Lynx shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. CorelLynx, Sub and Inprise Grizzly shall cooperate with each other in the preparation of the Registration Statement and the Proxy Statement and any amendment or supplement thereto, and each shall notify the other of the receipt of any comments of the SEC with respect to the Registration Statement or the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to the other promptly copies of all correspondence between Corel Lynx or InpriseGrizzly, as the case may be, or any of its Representatives and the SEC with respect to the Registration Statement or the Proxy Statement. Corel Lynx shall give Inprise Grizzly and its counsel the opportunity to review the Registration Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of InpriseGrizzly, Corel Lynx and Sub agrees to use its best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause (ix) the Registration Statement to be declared effective by the SEC at the earliest practicable time and to be kept effective as long as is necessary to consummate the Merger, and (iiy) the Proxy Statement to be mailed to the holders of Inprise Grizzly Common Stock and Corel Lynx Common Stock entitled to vote at the meetings of the shareholders of Inprise Grizzly and Corel Lynx at the earliest practicable time.. 6.03

Preparation of Registration Statement and Proxy Statement. Inprise The Company and Corel Parent shall prepare and file with the SEC, applicable Canadian securities regulatory authorities and the TSE SEC as soon as reasonably practicable after the date hereof but, in any event no later than December 31, 1996, the Proxy Statement. Corel Statement and Parent shall prepare and file with the SEC, SEC as soon as reasonably practicable after the date hereofsuch date, the Registration Statement, in which the Proxy Statement will be included as the prospectus. Corel Parent and Inprise the Company shall use their best efforts to have the Registration Statement declared effective by the SEC as promptly as practicable after such filing. Corel Parent shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to service of process in any jurisdiction where Corel Parent is not now so qualified or subject) required to be taken under applicable state blue sky or securities laws in connection with the issuance of Corel Parent Common Stock in connection with the Merger. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Registration Statement, Corel Parent shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. CorelParent, Sub and Inprise the Company shall cooperate with each other in the preparation of the Registration Statement and the Proxy Statement and any amendment or supplement thereto, and each shall notify the other of the receipt of any comments of the SEC with respect to the Registration Statement or the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to the other promptly copies of all correspondence between Corel Parent or Inprisethe Company, as the case may be, or any of its Representatives and the SEC with respect to the Registration Statement or the Proxy Statement. Corel Parent shall give Inprise the Company and its counsel the opportunity to review the Registration Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of Inprisethe Company, Corel Parent and Sub agrees to use its best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause (ix) the Registration Statement to be declared effective by the SEC at the earliest practicable time and to be kept effective as long as is necessary to consummate the Merger, and (iiy) the Proxy Statement to be mailed to the holders of Inprise Company Common Stock and Corel Parent Common Stock entitled to vote at the meetings of the shareholders stockholders of Inprise the Company and Corel Parent at the earliest practicable time.