Common use of Preparation of Registration Statement Clause in Contracts

Preparation of Registration Statement. Anadarko shall, as soon as is reasonably practicable, prepare the Joint Proxy Statement for filing with the Commission and shall file the Joint Proxy Statement. Consistent with the timing for the Anadarko Stockholders Meeting and the UPR Stockholders Meeting as determined by Anadarko after consultation with UPR, 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 shall use 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, Anadarko shall obtain knowledge of any information pertaining to 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, Anadarko will so advise 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. Anadarko shall promptly furnish to UPR all information concerning it as may be required for supplementing the Joint Proxy Statement. Anadarko shall cooperate with UPR in the preparation of the Joint Proxy Statement in a timely fashion and shall use its reasonable efforts to assist 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, 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in connection with the Share Issuance and shall include the Anadarko Board Recommendation to the extent not previously withdrawn in compliance with Section 5.2(d) and the written opinion of the Anadarko Financial Advisor described in Section 3.21. Anadarko shall also 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 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. Anadarko Cardinal shall, as soon as is reasonably practicable, prepare the Joint Proxy Statement for filing with the Commission and shall file the Joint Proxy Statementon a confidential basis. Consistent with the timing for the Anadarko Stockholders Cardinal Shareholders Meeting and the UPR Stockholders Bergen Shareholders Meeting as determined by Anadarko after consultation with UPRCardinal, Anadarko 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 its 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, Anadarko Cardinal shall obtain knowledge of any information pertaining to Anadarko 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, Anadarko Cardinal will so advise UPR 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. Anadarko Cardinal shall promptly furnish to UPR Bergen all information concerning it as may be required for supplementing the Joint Proxy StatementStatement and any supplements or amendments thereto. Anadarko Cardinal shall cooperate with UPR Bergen in the preparation of the Joint Proxy Statement in a timely fashion and shall use its all reasonable efforts to assist UPR Bergen 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, Anadarko shall use all reasonable efforts to mail at the earliest practicable date to Anadarko Stockholders the Joint Proxy Statement, which such 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 Anadarko Board Recommendation to the extent not previously withdrawn in compliance with Section 5.2(d) and the written opinion recommendation of the Anadarko Financial Advisor described Cardinal Board of Directors referred to in Section 3.213.12 above. Anadarko Cardinal also shall also 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 Anadarko 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 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. Anadarko shall, as soon as is reasonably practicable, (a) Corvis shall promptly prepare the Joint Proxy Statement for filing (in consultation with the Commission Company) and file with the SEC a registration statement and information statement on Form S-4, which registration statement and information statement shall comply in all material respects with all Applicable Laws respecting securities, including rules and regulations promulgated by the SEC, and shall file solicit the Joint Proxy Statement. Consistent with the timing for the Anadarko Stockholders Meeting and the UPR Stockholders Meeting as determined by Anadarko after consultation with UPR, Anadarko shall prepare and file the Registration Statement with the Commission as soon as is reasonably practicable following clearance written consent of the Joint Proxy Statement by Company's stockholders to the Commission transaction as may be necessary to reaffirm the Merger and this Agreement (such registration statement in compliance with this Section 7.3, the "S-4 Registration Statement"). Each of the Company and Corvis shall use its reasonable best efforts to file such S-4 Registration Statement on or prior to July 1, 2004 and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and use reasonable best efforts to keep the S-4 Registration Statement effective as long as is necessary to consummate the Merger. If Corvis is not able to include the Merger Shares issuable to those Focal stockholders who delivered the Company Written Consent in the S-4 Registration Statement, Corvis shall promptly prepare (in consultation with the Company) and file with the SEC a registration statement on Form S-3 covering the resale of all such Merger Shares that could not be so included in the S-4 Registration Statement, which registration statement and information statement shall comply in all material respects with all Applicable Laws respecting securities, including rules and regulations promulgated by the SEC, (such registration statement in compliance with this Section 7.3, the "S-3 Registration Statement" and together with the S-4 Registration Statement, the "Registration Statements"). The S-3 Registration Statement shall register the resale of the Merger Shares by the initial distributees of those shares pursuant to Section 3.2. The S-3 Registration Statement shall also register the distribution by such initial distributees who are partnerships of their Merger Shares to their limited and general partners and the resale of such shares by such partners. Corvis shall use its reasonable best efforts to file supplements to such S-3 Registration Statement as soon as practicable after it is notified of any such distribution for which any such supplement is required, which supplements will enable such partners of the initial distributees to resell the Merger Shares that have been so distributed to them by the initial distributees. Corvis agrees that it will cooperate and take such actions as may be reasonably requested by any initial distributee and subject to compliance with Applicable Law to enable such initial distributee to transfer the Merger Shares to such partners. Corvis shall use its reasonable best efforts to file such S-3 Registration Statement as soon as practicable after it is notified that Corvis will not be able to include certain Merger Shares in the S-4 Registration Statement and to have the S-3 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and use reasonable best efforts to keep the S-3 Registration Statement effective for a period ending on the earlier of (i) the second anniversary of the Closing Date and (ii) the date on which all Merger Shares have been sold pursuant to the S-3 Registration Statement. If Corvis cannot deliver registered Merger Shares pursuant to an effective S-4 Registration Statement (or if any Merger Share are covered by an S-3 Registration Statement in accordance with this Section 7.3, Corvis cannot deliver the Merger Shares covered thereunder, the resale of which is registered pursuant to an effective S-3 Registration Statement) at a Closing on or before the Outside Date, then (unless the Company delivers the written notice set forth in Section 3.2(d)(i)) upon delivery of cash consideration in lieu of Merger Shares Corvis shall be under no further obligation to have the Registration Statements declared or remain effective. (b) Corvis shall (in consultation with the Company) include in the S-4 Registration Statement filed with the SEC provisions regarding the registration under the Securities Act pursuant to Rule 415 under the Securities Act (the "Shelf Registration") covering the resale of Corvis Shares received by affiliates (as such term is defined in Rule 501(b) under the Securities Act) of the Company and which are subject to restrictions on resale under Rule 145 under the Securities Act. Each of the Company and Corvis shall use its reasonable best efforts to include the Shelf Registration provisions in the S-4 Registration Statement and to cause it to be declared effective by under the Commission Securities Act as promptly as practicable after such filing and use reasonable best efforts to maintain keep the effectiveness Shelf Registration effective for a period ending on the earlier of (i) the second anniversary of the Registration Statement through Closing Date and (ii) the Effective Time. If, at any time prior date on which all Corvis Shares have been sold pursuant to the Effective TimeShelf Registration. Notwithstanding the foregoing, Anadarko shall obtain knowledge if Corvis is not able to include all of any information pertaining to Anadarko contained in or omitted from the Registration Statement that would require an amendment or supplement Merger Shares issuable to the Focal stockholders who delivered the Company Written Consent referred to this Section 7.3(b) in the S-4 Registration Statement or the Joint Proxy Statement, Anadarko will so advise UPR in writing and will promptly take such action as Corvis shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Anadarko shall promptly furnish to UPR all information concerning it as may be required for supplementing the Joint Proxy Statement. Anadarko shall cooperate with UPR in the preparation of the Joint Proxy Statement in a timely fashion and shall use its reasonable efforts to assist UPR in clearing the Joint Proxy Statement comply with the Staff of the Commission. Consistent with the timing of the Anadarko Stockholders Meeting and the UPR Stockholder Meeting, Anadarko shall use all reasonable efforts to mail registration requirements under Section 7.3(a) or deliver (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 Company's election) cash in connection with the Share Issuance and shall include the Anadarko Board Recommendation to the extent not previously withdrawn in compliance accordance with Section 5.2(d3.2(d). (c) and the written opinion of the Anadarko Financial Advisor described in Section 3.21. Anadarko shall also 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 Anadarko Common Shares in the Merger. No filing of, or amendment or supplement to, any of the Registration Statement or to Statements, and no correspondence with the Joint Proxy Statement SEC with respect thereto, will be made by Anadarko Corvis or the Company without providing UPR the other party the opportunity to review and comment thereon. Anadarko Corvis will advise UPRthe Company, promptly after it receives notice thereof, of the time when any of the Registration Statement Statements 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 the Merger Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the Commission SEC for amendment of the Joint Proxy Statement or any of the Registration Statement Statements or comments thereon and responses thereto or requests by the Commission SEC for additional information. If at any time prior to the Closing Date any information relating to Corvis or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Corvis or the Company which should be set forth in an amendment or supplement to any of the Registration Statements, 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 an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Corvis and the Company. (d) Each of the Company and Corvis each shall use commercially reasonable efforts to cause to be delivered a letter of its independent auditors, dated (i) the date two business days prior to the date on which any of the Registration Statements shall become effective and (ii) the Closing Date, and addressed to the other party and its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the Registration Statements. (e) Notwithstanding to the contrary in this Section 7.3, if, at any time during which a prospectus for an S-3 Registration Statement or Shelf Registration is required to be delivered in connection with the sale of any Merger Shares, Corvis reasonably determines in good faith and upon the advice of its outside legal counsel that a development has occurred or a condition exists as a result of which the prospectus contains a material misstatement or omission, or that a material transaction in which Corvis is engaged or proposes to engage would require an amendment to the prospectus or registration statement, a supplement to the applicable registration statement and related prospectus, or a filing under the Exchange Act or other public disclosure of material information and the disclosure of such transaction would be materially premature or materially injurious to the consummation of the transaction, Corvis will promptly so notify in writing the stockholders whose Merger Shares are included in the Shelf Registration and/or the S-3 Registration. Upon receipt of such notification, the stockholders whose Merger Shares are included in the Shelf Registration and/or the S-3 Registration and their affiliates will immediately suspend all offers and sales of Merger Shares pursuant to the Registration Statement. In such event, Corvis will amend or supplement the applicable registration statement and related prospectus or make such filings or public disclosures as promptly as practicable consistent with the restrictions set forth in this subsection (e) and will use its best efforts to take such other steps as may be required to permit sales of the Merger Shares thereunder by the stockholders whose Merger Shares are included in the Shelf Registration and/or the S-3 Registration and its affiliates in accordance with applicable federal and state securities laws as promptly as practicable. Corvis will promptly notify the stockholders whose Merger Shares are included in the Shelf Registration and/or the S-3 Registration after it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of the prospectus (as so amended or supplemented, if applicable) to the stockholders whose Merger Shares are included in the Shelf Registration and/or the S-3 Registration. Notwithstanding the foregoing, under no circumstances will Corvis be entitled to exercise its right to suspend sales of any Merger Shares as provided in this Section 7.3(e) and pursuant to the Registration Statements (x) at all during the thirty (30) trading days immediately following the Closing Date, (y) more than once in the thirty (30) trading days immediately subsequent to the 30-trading days immediately following the Closing Date or for a period of greater than five (5) trading days during such second 30-trading day period, or (z) more than twice or for a period greater than forty-five (45) days in any twelve-month period after the fifty (50) trading days immediately subsequent to the Closing Date.

Preparation of Registration Statement. Anadarko shall(a) As promptly as reasonably practicable following the execution and delivery of this Agreement, Parent shall prepare, with the assistance of the Company, and cause to be filed with the SEC a registration statement on Form S-4 (as soon as is reasonably practicableamended or supplemented from time to time, prepare and including the Joint Proxy Statement for filing contained therein, the “Registration Statement”) in connection with the Commission and shall file registration under the Joint Securities Act of the Parent Common Stock to be issued under this Agreement, which Registration Statement will also contain the Proxy Statement. Consistent with the timing for the Anadarko Stockholders Meeting Each of Parent and the UPR Stockholders Meeting as determined by Anadarko after consultation with UPR, 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 Company shall use its reasonable best efforts to cooperate in the preparation of the Registration Statement and the Proxy Statement and any other documents and to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective by under the Commission Securities Act as promptly as practicable after such filing and to maintain keep the effectiveness Registration Statement effective as long as is necessary to consummate the Merger. In addition to Section 5.5(b), each of Parent and the Company shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Registration Statement through and the Effective TimeProxy Statement. If, at any time prior to the Effective Time, Anadarko shall obtain knowledge of any information pertaining to Anadarko contained in or omitted from Promptly after the Registration Statement is declared effective under the Securities Act, Parent will cause the Proxy Statement to be mailed to stockholders of Parent. (b) Each of Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably conditioned, withheld or delayed) the filing of the Registration Statement, the Proxy Statement and any other documents to be filed with the SEC, both preliminary and final. Parent shall provide the Company with copies of any written comments or notices and shall inform the Company of any oral comments or notices that would require Parent receives from the SEC or its staff with respect to the Registration Statement promptly after the receipt of such comments and shall give the Company a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. Each of Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably conditioned, withheld or delayed), any response to such comments with respect to the Registration Statement and any amendment to the Registration Statement filed in response thereto. Each of Parent and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (A) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (B) the Proxy Statement will, at the date it is first mailed to the Parent Stockholders and at the time of the Special Meeting, contain any 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 are made, not misleading. (c) If Parent or the Company becomes aware that any information contained in the Registration Statement shall have become false or misleading in any material respect or that the Registration Statement is required to be amended in order to comply with applicable Law, then (i) such Party shall promptly inform the other Parties and (ii) Parent, on the one hand, and the Company, on the other hand, and shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Registration Statement or Statement. Parent and the Joint Proxy Statement, Anadarko will so advise UPR in writing and will promptly take such action as Company shall be required use reasonable best efforts to amend or supplement cause the Registration Statement and/or as so amended or supplemented, to be filed with the Joint Proxy Statement. Anadarko SEC and to be disseminated to the holders of shares of Parent Common Stock, as applicable, in each case, pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Parent Organizational Documents. (d) Each of Parent and the Company shall use commercially reasonable efforts to promptly furnish to UPR the other Party all information concerning it itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be required for supplementing the Joint Proxy Statement. Anadarko shall cooperate with UPR in the preparation of the Joint Proxy Statement in a timely fashion and shall use its reasonable efforts to assist 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, 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 reasonably necessary in connection with the Share Issuance and shall include the Anadarko Board Recommendation to the extent not previously withdrawn in compliance with Section 5.2(d) and the written opinion of the Anadarko Financial Advisor described in Section 3.21. Anadarko shall also 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 Anadarko Common Shares for inclusion in the Merger. No filing of, or amendment or supplement toProxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent or the Company or their respective Subsidiaries, as applicable, to the Joint SEC or Nasdaq in connection with the Transactions (including any amendment or supplement to the Proxy Statement will be made or the Registration Statement). To the extent not prohibited by Anadarko without providing UPR the opportunity to review and comment thereon. Anadarko Law, Parent will advise UPRthe Company, reasonably promptly after it Parent receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, order or the suspension of the qualification of Anadarko the Parent Common Shares issuable in connection with the Merger Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the Commission SEC for the amendment or supplement of the Joint Proxy Statement or Statement, the Registration Statement or comments thereon and responses thereto or requests by other document filed with the Commission SEC in connection with the Transactions for additional information. (e) Parent agrees to include provisions in the Proxy Statement and to take reasonable action related thereto, with respect to (i) approval of the Business Combination (as defined in the Parent Certificate of Incorporation), including the Merger, and the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations (the “Transaction Proposal”), (ii) approval of the Parent Restated Charter (the “Amendment Proposal”) and each change to the Parent Restated Charter that is required to be separately approved, (iii) to the extent required by the NASDAQ listing rules, approval of the issuance of the Merger Consideration together with the Parent Common Stock pursuant to the Subscription Agreements (the “NASDAQ Proposal”), (iv) approval and adoption of the Parent Incentive Plan and Parent ESPP (the “Parent Incentive Plan Proposal”), (v) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals and (vi) approval of any other proposals reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby (the “Additional Proposal” and together with the Transaction Proposal, the Amendment Proposal, the NASDAQ Proposal and Parent Incentive Plan Proposal, the “Proposals”). Without the prior written consent of the Company, the Proposals shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by Parent’s stockholders at the Special Meeting.

Preparation of Registration Statement. Anadarko USF shall, as soon as is reasonably practicable, prepare the Joint Proxy Statement for filing with the Commission and shall file the Joint Proxy Statementon a confidential basis. Consistent with the timing for the Anadarko USF Stockholders Meeting and the UPR Culligan Stockholders Meeting as determined by Anadarko after consultation with UPRMeeting, Anadarko 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 Culligan and shall use its 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, Anadarko USF shall obtain knowledge of any information pertaining to Anadarko 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, Anadarko USF will so advise UPR 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. Anadarko USF shall promptly furnish to UPR Culligan all information concerning it as may be required for supplementing the Joint Proxy StatementStatement and any supplements or amendments thereto. Anadarko USF shall cooperate with UPR Culligan in the preparation of the Joint Proxy Statement in a timely fashion and shall use its all reasonable efforts to assist UPR Culligan 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, Anadarko shall use all reasonable efforts to mail at the earliest practicable date to Anadarko Stockholders the Joint Proxy Statement, which such 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 Anadarko recommendation of the USF Board Recommendation of Directors referred to in Section 3.12 above (to the extent not previously withdrawn in compliance with Section 5.2(d5.2(a)) and the written opinion opinions of the Anadarko Financial Advisor described in Section 3.21Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation and Xxxxxxx Xxxxx Barney. Anadarko USF also shall also 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 Anadarko Shares of USF Common Shares Stock 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. Anadarko shallAs promptly as practicable following the date hereof, as soon as is reasonably practicable, prepare the Joint Proxy Statement for filing with the Commission Parent and shall file the Joint Proxy Statement. Consistent with the timing for the Anadarko Stockholders Meeting and the UPR Stockholders Meeting as determined by Anadarko after consultation with UPR, Anadarko GrafTech shall prepare and will file with the SEC a registration statement on Form S-4 (or other appropriate form) registering the shares of Parent Stock issuable in the GrafTech Merger (the “Registration Statement”). Parent and GrafTech shall provide the Partnership and its counsel a reasonable opportunity to review and comment on the Registration Statement (and any amendments or supplements thereto) prior to the filing thereof with the Commission as soon as is reasonably practicable following clearance SEC. Parent and GrafTech shall respond to any comments of the Joint Proxy Statement by the Commission SEC and shall use its their respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act by the Commission SEC as promptly as practicable after such filing, including making such deliveries as may be required by the SEC, including delivering such opinions or other related documentation as necessary and to maintain mail the effectiveness of Prospectus to be included therein to GrafTech stockholders. Parent and GrafTech shall use their reasonable best efforts to keep the Registration Statement through effective as long as is necessary to consummate the Effective TimeGrafTech Merger. IfAs promptly as practicable following the date hereof, at any time prior each of Parent and GrafTech shall make all other filings required to be made by it with respect to the Effective TimeMergers and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state “blue sky” Laws and the rules and regulations thereunder. The Registration Statement and such filings shall comply in all material respects with all applicable requirements of Law and the rules and regulations promulgated thereunder. Each of Parent and GrafTech shall, Anadarko shall obtain knowledge as promptly as practicable after receipt thereof, provide the Partnership and its counsel with copies of any information pertaining to Anadarko contained in written comments and all other correspondence with the SEC or omitted from any other governmental officials, and advise the Registration Statement that would require an amendment or supplement Partnership and its counsel of any oral comments, with respect to the Registration Statement (or the Joint Proxy Statement, Anadarko will so advise 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. Anadarko shall promptly furnish to UPR all information concerning it as may be required for supplementing the Joint Proxy Statement. Anadarko shall cooperate with UPR in the preparation of the Joint Proxy Statement in a timely fashion and shall use its reasonable efforts to assist 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, 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 Anadarko Board Recommendation to the extent not previously withdrawn in compliance with Section 5.2(d) and the written opinion of the Anadarko Financial Advisor described in Section 3.21. Anadarko shall also 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 Anadarko Common Shares in the Merger. No filing of, or amendment or supplement to, thereto) received from the Registration Statement SEC or to the Joint Proxy Statement will be made by Anadarko without providing UPR the opportunity to review other Governmental Authority. Each of Parent and comment thereon. Anadarko GrafTech will advise UPRthe Partnership and its counsel, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filedeffective, the issuance of any stop order, the suspension of the qualification of Anadarko Common Shares issuable in connection with the Merger such Parent Stock for offering or sale in any jurisdiction, or any request by the Commission SEC for amendment of or supplement to the Joint Proxy Registration Statement. Each of Parent, GrafTech and the Partnership shall ensure that information supplied by it for inclusion or incorporation in such Registration Statement or does not at the time the Registration Statement or comments thereon and responses thereto or requests is declared effective by the Commission SEC contain any 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 made, not misleading. If, at any time prior to the Effective Time, any information relating to Parent, GrafTech or the Partnership, or any of their respective Affiliates, officers or directors, is discovered by Parent, GrafTech or the Partnership that should be set forth in an amendment or supplement to the Registration Statement so that the Registration Statement 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 hereto discovering such information shall promptly notify the other parties and, to the extent required by Law, Parent and GrafTech shall cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and, to the extent required by Law disseminated to the GrafTech stockholders. No amendment or supplement to the information supplied by the Partnership for additional informationinclusion in the Registration Statement shall be made without the approval of the Partnership.

Preparation of Registration Statement. Anadarko Cardinal shall, as soon as is reasonably practicable, prepare the Joint Proxy Statement for filing with the Commission on a confidential basis (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 Anadarko Stockholders Cardinal Shareholders Meeting and the UPR Allegiance Stockholders Meeting as determined by Anadarko Cardinal after consultation with UPRAllegiance, Anadarko 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 shall use 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, Anadarko Cardinal shall obtain knowledge of any information pertaining to Anadarko 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, Anadarko Cardinal will so advise UPR 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. Anadarko Cardinal shall promptly furnish to UPR Allegiance all information concerning it as may be required for supplementing the Joint Proxy Statement. Anadarko Cardinal shall cooperate with UPR Allegiance in the preparation of the Joint Proxy Statement in a timely fashion and shall use its reasonable best efforts to assist UPR Allegiance in clearing the Joint Proxy Statement with the Staff of the Commission. Consistent with the timing of the Anadarko Stockholders Cardinal Shareholders Meeting and the UPR Allegiance Stockholder Meeting, Anadarko Cardinal shall use all reasonable best efforts to mail at the earliest practicable date to Anadarko Stockholders Cardinal Shareholders the Joint Proxy Statement, which Joint Proxy Statement shall include all information required under Applicable Law to be furnished to Anadarko Stockholders Cardinal Shareholders in connection with the Share Issuance and shall include the Anadarko Board Recommendation to the extent not previously withdrawn in compliance with Section 5.2(d) and the written opinion recommendation of the Anadarko Financial Advisor described in Section 3.21Cardinal Board of Directors that the Cardinal Shareholders approve the Share Issuance. Anadarko Cardinal shall also 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 Anadarko 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 Anadarko Cardinal without providing UPR Allegiance the opportunity to review and comment thereon. Anadarko Cardinal will advise UPRAllegiance, 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 Cardinal Common Shares 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

Preparation of Registration Statement. Anadarko USF shall, as soon as is reasonably practicable, prepare the Joint Proxy Statement for filing with the Commission and shall file the Joint Proxy Statementon a confidential basis. Consistent with the timing for the Anadarko USF Stockholders Meeting and the UPR Culligan Stockholders Meeting as determined by Anadarko after consultation with UPRMeeting, Anadarko 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 Culligan and shall use its 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, Anadarko USF shall obtain knowledge of any information pertaining to Anadarko 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, Anadarko USF will so advise UPR 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. Anadarko USF shall promptly furnish to UPR Culligan all information concerning it as may be required for supplementing the Joint Proxy StatementStatement and any supplements or amendments thereto. Anadarko USF shall cooperate with UPR Culligan in the preparation of the Joint Proxy Statement in a timely fashion and shall use its all reasonable efforts to assist UPR Culligan 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, Anadarko shall use all reasonable efforts to mail at the earliest practicable date to Anadarko Stockholders the Joint Proxy Statement, which such 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 Anadarko recommendation of the USF Board Recommendation of Directors referred to in Section 3.12 above (to the extent not previously withdrawn in compliance with Section 5.2(d5.2(a)) and the written opinion opinions of the Anadarko Financial Advisor described in Section 3.21Donaldson, Lufkin & Jenrette Securities Corporation and Salomon Smith Xxxxxx. Anadarko shall also 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 Anadarko Shares of USF Common Shares Stock 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. Anadarko shallNovastar shall prepare and file with the SEC, as soon as is reasonably practicablepracticable after the date hereof, prepare the Joint Proxy Statement for filing with the Commission and shall file the Joint Proxy Registration Statement. Consistent with the timing for the Anadarko Stockholders Meeting Novastar and the UPR Stockholders Meeting as determined by Anadarko after consultation with UPR, 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 Thorium Power shall use its their commercially reasonable efforts to have the Registration Statement declared effective by the Commission SEC as promptly as practicable after such filing and to maintain the effectiveness of the Registration Statement through the Effective Time. If, at any time prior to the Effective Time, Anadarko shall obtain knowledge of any information pertaining to 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, Anadarko Thorium Power will so advise 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. Anadarko shall promptly furnish to UPR all information concerning it as may be required for supplementing the Joint Proxy Statement. Anadarko shall cooperate with UPR Novastar in the preparation of such Registration Statement. As soon as practicable following the Joint Proxy Statement in a timely fashion date hereof, Thorium Power shall deliver to Novastar such audited financial statements as are required by the rules and shall use its reasonable efforts to assist UPR in clearing the Joint Proxy Statement with the Staff regulations of the CommissionSEC for inclusion in the Registration Statement. Consistent with the timing of the Anadarko Stockholders Meeting and the UPR Stockholder Meeting, 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 Anadarko Board Recommendation to the extent not previously withdrawn in compliance with Section 5.2(d) and the written opinion of the Anadarko Financial Advisor described in Section 3.21. Anadarko Novastar shall also take such other reasonable actions any action (other than qualifying as a foreign corporation or taking any action which would subject it to do business taxation or service of process in any jurisdiction in which it where Novastar is not now so qualifiedqualified or subject) required to be taken under any applicable state blue sky or provincial or federal securities laws in connection with the issuance of Anadarko Novastar Common Shares Stock in connection with the Merger. No filing ofIf 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, or Novastar shall prepare and file with the SEC such amendment or supplement toas soon thereafter as is reasonably practicable. Novastar, Thorium Power and Acquisition Sub shall cooperate with each other in the preparation of the Registration 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 Joint Proxy Registration Statement will be made and of any requests by Anadarko without providing UPR the SEC for any amendment or supplement thereto or for additional information, and shall provide to the other promptly copies of all correspondence between Novastar or Thorium Power, as the case may be, or any of their respective Representatives and the SEC with respect to the Registration Statement. Novastar shall give Thorium Power and its counsel 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 and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or any supplement or amendment has been filedsent to, the issuance SEC. Each of any stop orderThorium Power, the suspension of the qualification of Anadarko Common Shares issuable in connection Novastar and Acquisition Sub agrees to use its commercially reasonable efforts, after consultation with the Merger for offering or sale in any jurisdictionother Parties, or any request to respond promptly to all such comments of and requests by the Commission for amendment of the Joint Proxy Statement or SEC and to cause the Registration Statement or comments thereon and responses thereto or requests to be declared effective by the Commission for additional informationSEC at the earliest practicable time and to be kept effective as long as is necessary to consummate the Merger.