Common use of Preparation of Registration Statement Clause in Contracts

Preparation of Registration Statement. Cardinal shall, as soon as is reasonably practicable, prepare the Joint Proxy Statement for filing with the Commission on a confidential basis. Consistent with the timing for the Cardinal Shareholders Meeting and the Bergen Shareholders Meeting as determined by Cardinal, subject to the consent of Bergen (which shall not be unreasonably withheld), Cardinal shall prepare and file the Registration Statement with the Commission as soon as is reasonably practicable following clearance of the Joint Proxy Statement by the Commission and reasonable approval of the Joint Proxy Statement by Bergen and shall use all reasonable efforts to have the Registration Statement declared effective by the Commission as promptly as practicable and to maintain the effectiveness of the Registration Statement through the Effective Time. If, at any time prior to the Effective Time, Cardinal shall obtain knowledge of any information pertaining to Cardinal contained in or omitted from the Registration Statement that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, Cardinal will so advise Bergen in writing and will promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Cardinal shall promptly furnish to Bergen all information concerning it as may be required for the Joint Proxy Statement and any supplements or amendments thereto. Cardinal shall cooperate with Bergen in the preparation of the Joint Proxy Statement in a timely fashion and shall use all reasonable efforts to assist Bergen in clearing the Joint Proxy Statement with the Staff of the Commission, such Joint Proxy Statement to include the recommendation of the Cardinal Board of Directors referred to in Section 3.12 above. Cardinal also shall take such other reasonable actions (other than qualifying to do business in any jurisdiction in which it is not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Cardinal Common Shares in the Merger.

Preparation of Registration Statement. Cardinal Anadarko shall, as soon as is reasonably practicable, prepare the Joint Proxy Statement for filing with the Commission on a confidential basisand shall file the Joint Proxy Statement. Consistent with the timing for the Cardinal Shareholders Anadarko Stockholders Meeting and the Bergen Shareholders UPR Stockholders Meeting as determined by CardinalAnadarko after consultation with UPR, subject to the consent of Bergen (which shall not be unreasonably withheld), Cardinal Anadarko shall prepare and file the Registration Statement with the Commission as soon as is reasonably practicable following clearance of the Joint Proxy Statement by the Commission and reasonable approval of the Joint Proxy Statement by Bergen and shall use all its reasonable efforts to have the Registration Statement declared effective by the Commission as promptly as practicable and to maintain the effectiveness of the Registration Statement through the Effective Time. If, at any time prior to the Effective Time, Cardinal Anadarko shall obtain knowledge of any information pertaining to Cardinal Anadarko contained in or omitted from the Registration Statement that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, Cardinal Anadarko will so advise Bergen UPR in writing and will promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Cardinal Anadarko shall promptly furnish to Bergen UPR all information concerning it as may be required for supplementing the Joint Proxy Statement and any supplements or amendments theretoStatement. Cardinal Anadarko shall cooperate with Bergen UPR in the preparation of the Joint Proxy Statement in a timely fashion and shall use all its reasonable efforts to assist Bergen UPR in clearing the Joint Proxy Statement with the Staff of the Commission. Consistent with the timing of the Anadarko Stockholders Meeting and the UPR Stockholder Meeting, such Anadarko shall use all reasonable efforts to mail at the earliest practicable date to Anadarko Stockholders the Joint Proxy Statement, which Joint Proxy Statement shall include all information required under Applicable Law to be furnished to Anadarko Stockholders in connection with the Share Issuance and shall include the recommendation Anadarko Board Recommendation to the extent not previously withdrawn in compliance with Section 5.2(d) and the written opinion of the Cardinal Board of Directors referred to Anadarko Financial Advisor described in Section 3.12 above3.21. Cardinal Anadarko shall also shall take such other reasonable actions (other than qualifying to do business in any jurisdiction in which it is not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Cardinal Anadarko Common Shares in the Merger. No filing of, or amendment or supplement to, the Registration Statement or to the Joint Proxy Statement will be made by Anadarko without providing UPR the opportunity to review and comment thereon. Anadarko will advise UPR, 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 Anadarko Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the Commission for amendment of the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the Commission for additional information.

Preparation of Registration Statement. Cardinal USF shall, as soon as is reasonably practicable, prepare the Joint Proxy Statement for filing with the Commission on a confidential basis. Consistent with the timing for the Cardinal Shareholders USF Stockholders Meeting and the Bergen Shareholders Meeting as determined by CardinalCulligan Stockholders Meeting, subject to the consent of Bergen (which shall not be unreasonably withheld), Cardinal USF shall prepare and file the Registration Statement with the Commission as soon as is reasonably practicable following clearance of the Joint Proxy Statement by the Commission and reasonable approval of the Joint Proxy Statement by Bergen Culligan and shall use all reasonable efforts to have the Registration Statement declared effective by the Commission as promptly as practicable and to maintain the effectiveness of the Registration Statement through the Effective Time. If, at any time prior to the Effective Time, Cardinal USF shall obtain knowledge of any information pertaining to Cardinal USF contained in or omitted from the Registration Statement that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, Cardinal USF will so advise Bergen Culligan in writing and will promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Cardinal USF shall promptly furnish to Bergen Culligan all information concerning it as may be required for the Joint Proxy Statement and any supplements or amendments thereto. Cardinal USF shall cooperate with Bergen Culligan in the preparation of the Joint Proxy Statement in a timely fashion and shall use all reasonable efforts to assist Bergen Culligan in clearing the Joint Proxy Statement with the Staff of the Commission, such Joint Proxy Statement to include the recommendation of the Cardinal USF Board of Directors referred to in Section 3.12 aboveabove (to the extent not previously withdrawn in compliance with Section 5.2(a)) and the written opinions of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation and Xxxxxxx Xxxxx Barney. Cardinal USF also shall take such other reasonable actions (other than qualifying to do business in any jurisdiction in which it is not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Cardinal Shares of USF Common Shares Stock in the Merger.

Preparation of Registration Statement. Cardinal USF shall, as soon as is reasonably practicable, prepare the Joint Proxy Statement for filing with the Commission on a confidential basis. Consistent with the timing for the Cardinal Shareholders USF Stockholders Meeting and the Bergen Shareholders Meeting as determined by CardinalCulligan Stockholders Meeting, subject to the consent of Bergen (which shall not be unreasonably withheld), Cardinal USF shall prepare and file the Registration Statement with the Commission as soon as is reasonably practicable following clearance of the Joint Proxy Statement by the Commission and reasonable approval of the Joint Proxy Statement by Bergen Culligan and shall use all reasonable efforts to have the Registration Statement declared effective by the Commission as promptly as practicable and to maintain the effectiveness of the Registration Statement through the Effective Time. If, at any time prior to the Effective Time, Cardinal USF shall obtain knowledge of any information pertaining to Cardinal USF contained in or omitted from the Registration Statement that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, Cardinal USF will so advise Bergen Culligan in writing and will promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Cardinal USF shall promptly furnish to Bergen Culligan all information concerning it as may be required for the Joint Proxy Statement and any supplements or amendments thereto. Cardinal USF shall cooperate with Bergen Culligan in the preparation of the Joint Proxy Statement in a timely fashion and shall use all reasonable efforts to assist Bergen Culligan in clearing the Joint Proxy Statement with the Staff of the Commission, such Joint Proxy Statement to include the recommendation of the Cardinal USF Board of Directors referred to in Section 3.12 aboveabove (to the extent not previously withdrawn in compliance with Section 5.2(a)) and the written opinions of Donaldson, Lufkin & Jenrette Securities Corporation and Salomon Smith Xxxxxx. Cardinal also shall take XSF xxxx shaxx xxxx such other reasonable actions actionx (other than xxxxx xxxx qualifying to do business in any jurisdiction in which it is not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Cardinal Shares of USF Common Shares Stock in the Merger.

Preparation of Registration Statement. Cardinal shall, as soon as is reasonably practicable, prepare the Joint Proxy Statement for filing with the Commission on a confidential basisbasis (unless Cardinal shall reasonably determine, in consultation with Allegiance, that it is appropriate to file the Joint Proxy Statement with the Commission on a non-confidential basis as the Registration Statement) and shall file the Joint Proxy Statement. Consistent with the timing for the Cardinal Shareholders Meeting and the Bergen Shareholders Allegiance Stockholders Meeting as determined by Cardinal, subject to the consent of Bergen (which shall not be unreasonably withheld)Cardinal after consultation with Allegiance, Cardinal shall prepare and file the Registration Statement with the Commission as soon as is reasonably practicable following clearance of the Joint Proxy Statement by the Commission and reasonable approval of the Joint Proxy Statement by Bergen and shall use all its reasonable best efforts to have the Registration Statement declared effective by the Commission as promptly as practicable and to maintain the effectiveness of the Registration Statement through the Effective Time. If, at any time prior to the Effective Time, Cardinal shall obtain knowledge of any information pertaining to Cardinal contained in or omitted from the Registration Statement that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, Cardinal will so advise Bergen Allegiance in writing and will promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Cardinal shall promptly furnish to Bergen Allegiance all information concerning it as may be required for supplementing the Joint Proxy Statement and any supplements or amendments theretoStatement. Cardinal shall cooperate with Bergen Allegiance in the preparation of the Joint Proxy Statement in a timely fashion and shall use all its reasonable best efforts to assist Bergen Allegiance in clearing the Joint Proxy Statement with the Staff of the Commission. Consistent with the timing of the Cardinal Shareholders Meeting and the Allegiance Stockholder Meeting, such Cardinal shall use all reasonable best efforts to mail at the earliest practicable date to Cardinal Shareholders the Joint Proxy Statement, which Joint Proxy Statement shall include all information required under Applicable Law to be furnished to Cardinal Shareholders in connection with the Share Issuance and shall include the recommendation of the Cardinal Board of Directors referred to in Section 3.12 abovethat the Cardinal Shareholders approve the Share Issuance. Cardinal shall also shall take such other reasonable actions (other than qualifying to do business in any jurisdiction in which it is not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Cardinal Common Shares in the Merger.. No filing of, or amendment or supplement to, the Registration Statement or to the Joint Proxy Statement will be made by Cardinal without providing Allegiance the opportunity to review and comment thereon. Cardinal will advise Allegiance, 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 Cardinal Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the Commission for amendment of the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the Commission for additional information. Cardinal will hold the Cardinal Shareholders Meeting no later than the date of the Allegiance Stockholder Meeting and as soon as practicable after the date hereof