Common use of Preparation of Sec Documents Stockholders Meetings Clause in Contracts

Preparation of Sec Documents Stockholders Meetings. (a) As soon as practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Joint Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use commercially reasonable efforts to respond to any comments from the SEC and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent will use all commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent’s stockholders, and the Company will use all commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities Laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger and the conversion of the Company Stock Options into options to acquire Parent Common Stock, and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Parent without the Company’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the Company the opportunity to review and comment thereon. Parent will advise the Company promptly after it receives oral or written notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information and will promptly provide the Company with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information (including any termination, withdrawal, modification or change of the Company Board Recommendation) relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, 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 or shareholders, as applicable, of Parent and the Company.

Preparation of Sec Documents Stockholders Meetings. (a) As soon promptly as reasonably practicable following the date of this AgreementAgreement (and in any event within thirty (30) days after the date of this Agreement or such later date as the parties may mutually agree in writing), Parent and the Company shall jointly prepare and file with the SEC the Joint Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will shall be included as a prospectus. Each of Parent and the Company shall use commercially reasonable best efforts to respond to any comments from the SEC (and shall promptly provide copies of any such comments and responses thereto to the other party) and to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent will shall use all commercially its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Parent’s stockholders, and the Company will shall use all commercially its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company’s stockholders, in each case as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Each of the Company and Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities Laws in connection with the issuance of Parent Common Stock and Parent Restricted Stock Units in the Merger and in connection with the reservation for issuance of the shares of Parent Common Stock as described in the Merger and the conversion of the Company Stock Options into options to acquire Parent Common StockSection 2.3(a), and the Company each such party shall furnish all information concerning the Company such party and the holders of the Company Common Stock its stockholders as may be reasonably requested by the other party in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will Statement, and no response to SEC comments thereon, as the case may be, shall be made by Parent either party without the Companyother’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the Company the such other party a reasonable opportunity to review and comment thereonthereon (and each party shall consider in good faith for inclusion in such document all comments reasonably proposed by the other). Each of Parent will and the Company shall advise the Company other promptly after it receives receipt of oral or written notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information information, and will shall promptly provide the Company other party with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information (including any termination, withdrawal, modification or change of the Parent Board Recommendation or the Company Board Recommendation) relating to Parent or the Company, or any of their respective Affiliatesaffiliates, officers or directors, should be is discovered by Parent or the Company which that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so Statement to ensure that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other parties party hereto and 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 or shareholders, as applicable, of Parent and the Company.

Preparation of Sec Documents Stockholders Meetings. (a) As soon as practicable following the date of this Agreement, Parent Delta and the Company Northwest shall prepare and file with the SEC the Joint Proxy Statement, and Parent Delta shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent Delta and the Company Northwest shall use commercially reasonable best efforts to respond to any comments from the SEC and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. Parent Delta will use all commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to ParentDelta’s stockholders, and the Company Northwest will use all commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to the CompanyNorthwest’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent Delta shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities Laws laws in connection with the issuance and reservation of shares of Parent Delta Common Stock in the Merger and the conversion of the Company Stock Northwest Options into options to acquire Parent Delta Common Stock, and the Company Northwest shall furnish all information concerning the Company Northwest and the holders of the Company Northwest Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Parent Delta or Northwest, as applicable, without the Companyother’s prior consent (which shall not be unreasonably withheld, conditioned delayed or delayedconditioned) and without providing the Company other the opportunity to review and comment thereon. Parent Delta or Northwest, as applicable, will advise the Company other promptly after it receives oral or written notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Delta Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information and will promptly provide the Company other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information (including any termination, withdrawal, modification or change of the Company Board Recommendation) relating to Parent Delta or the CompanyNorthwest, or any of their respective Affiliates, officers or directors, should be discovered by Parent Delta or the Company Northwest which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, 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 Lawlaw, disseminated to the respective stockholders or shareholders, as applicable, of Parent Delta and the CompanyNorthwest.

Preparation of Sec Documents Stockholders Meetings. (a) As soon as practicable following the date of this Agreement, Parent Thermo Electron and the Company Fisher shall prepare and file with the SEC the Joint Proxy Statement, and Parent xxx Xxermo Electron shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent Thermo Electron and the Company Fisher shall use commercially reasonable best efforts to respond to any comments from the SEC and have the Form S-4 declared effective xxxxxtive under the Securities Act as promptly as practicable after such filing. Parent Thermo Electron will use all commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to Parent’s Thermo Electron's stockholders, and the Company Fisher will use all commercially reasonable best efforts to cause the Joint Proxy Statement to Statexxxx xo be mailed to the Company’s Fisher's stockholders, in each case as promptly as practicable after the Form txx Xxxx S-4 is declared effective under the Securities Act. Parent Thermo Electron shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities Laws laws in connection with the issuance and reservation of shares of Parent Thermo Electron Common Stock in the Merger and the conversion of the Company Stock Fisher Options into options to acquire Parent Thermo Electron Common Stock, and the Company axx Xxxher shall furnish all information concerning the Company Fisher and the holders of the Company xx Xxsher Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Parent Thermo Electron or Fisher, as applicable, without the Company’s other's prior consent (which shall not be xxx xx unreasonably withheld, conditioned or delayed) and without providing the Company other the opportunity to review and comment thereon. Parent Thermo Electron or Fisher, as applicable, will advise the Company other promptly after it receives oral receivex xxxx or written notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Thermo Electron Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information and will promptly provide the Company other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information (including any termination, withdrawal, modification or change of the Company Board Recommendation) relating to Parent Thermo Electron or the CompanyFisher, or any of their respective Affiliates, officers or directors, should xxxxxx be discovered by Parent Thermo Electron or the Company Fisher which should be set forth in an amendment or supplement to any of the xx xxx Form S-4 or the Joint Proxy Statement, 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 Lawlaw, disseminated to the respective stockholders or shareholders, as applicable, of Parent Thermo Electron and the CompanyFisher.

Preparation of Sec Documents Stockholders Meetings. (a) As soon as practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Joint Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use commercially its reasonable best efforts to respond to any comments from the SEC and have the Form S-4 declared effective under the Securities Act as promptly as 60 practicable after such filing. Parent will use all commercially its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Parent’s 's stockholders, and the Company will use all commercially its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company’s 's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing to file a general consent to service of process) required to be taken under any applicable state securities Laws laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger and the conversion of the Company Stock Options into options to acquire Parent Common Stock, and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Parent or the Company without the Company’s other party's prior consent (which shall not be unreasonably withheld, conditioned withheld or delayed) and without providing the Company other party the opportunity to review and comment thereon. Parent will advise the Company Company, promptly after it receives oral or written notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or and each party will advise the other promptly of any oral or written request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information and will promptly provide the Company with copies of any written communication from the SEC or any state securities commissioninformation. If at any time prior to the Effective Time any information (including any termination, withdrawal, modification Company Change of Recommendation or change Parent Change of the Company Board Recommendation) relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by become known to Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, 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 Lawlaw, disseminated to the stockholders or shareholders, as applicable, of Parent and the Company.

Preparation of Sec Documents Stockholders Meetings. (a) As soon as practicable following the date of this Agreement, Parent Xxxxxx and CDT shall agree upon the Company shall terms of, prepare and file with the SEC the Joint Proxy Statement, and Parent CDT shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent Xxxxxx and the Company CDT shall use commercially reasonable efforts to respond to any comments from the SEC and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent Xxxxxx will use all commercially reasonable efforts to cause the Joint Proxy Statement Statement, a copy of Xxxxxx'x annual report on Form 10-K for the year ended December 31, 2003 and a copy of CDT's annual report on Form 10-K for the year ended July 31, 2003 to be mailed to Parent’s Xxxxxx'x stockholders, and the Company CDT will use all commercially reasonable efforts to cause the Joint Proxy Statement Statement, a copy of Xxxxxx'x annual report on Form 10-K for the year ended December 31, 2003 and a copy of CDT's annual report on Form 10-K for the year ended July 31, 2003 to be mailed to the Company’s CDT's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent CDT shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing to file a general consent to service of process) reasonably required to be taken under any applicable state securities Laws laws in connection with the issuance and reservation of shares of Parent CDT Common Stock in the Merger and and, subject to the satisfaction of the condition set forth in Section 7.2(e), the conversion of the Company Stock Xxxxxx Options into options to acquire Parent CDT Common Stock, and the Company Belden shall furnish all information concerning the Company Belden and the holders of the Company Xxxxxx Common Stock as may be reasonably requested in connection with any such action. No filing of, or Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to, to the Form S-4 or the Joint Proxy Statement will or any filing with the SEC incorporated by reference in the Form S-4 or the Joint Proxy Statement, in each case prior to filing such with the SEC, and each party shall provide the other party with a copy of all such filings made with the SEC; provided, however, that each party shall be made deemed to have consented to the inclusion in the Form S-4, the Joint Proxy Statement or any filing with the SEC incorporated by Parent without reference in the Company’s Form S-4 or the Joint Proxy Statement of any information, language or content specifically agreed to by such party or its counsel on or prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing to the Company the opportunity to review and comment thereondate hereof for inclusion therein. Parent CDT will advise the Company Xxxxxx promptly after it receives oral or written notice thereof, of (i) the time when the Form S-4 has become effective or any supplement or amendment has been filed, (ii) the issuance of any stop order, (iii) the suspension of the qualification of the Parent CDT Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or (iv) any oral or written request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information and will promptly provide the Company with copies of any written communication from the SEC or any state securities commissioninformation. If at any time prior to the Effective Time any information (including any termination, withdrawal, modification or change Change of the Company Board Recommendation) relating to Parent Xxxxxx or the CompanyCDT, or any of their respective Affiliates, officers or directors, should be discovered by Parent Belden or the Company CDT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, 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 promptly be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the stockholders or shareholders, as applicable, of Parent Xxxxxx and the CompanyCDT.

Preparation of Sec Documents Stockholders Meetings. (a) As soon as practicable following the date of this Agreement, Parent Xxxxxx and ADC shall agree upon the Company shall terms of, prepare and file with the SEC the Joint Proxy Statement, and Parent ADC shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent Xxxxxx and the Company ADC shall use commercially reasonable efforts to respond to any comments from the SEC and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent Xxxxxx will use all commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ParentAndrew’s stockholders, and the Company ADC will use all commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to the CompanyADC’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent ADC shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing to file a general consent to service of process) reasonably required to be taken under any applicable state securities Laws laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger and the conversion of the Company Stock Options into options to acquire Parent Common StockADC Share Issuance and, and the Company Xxxxxx shall furnish all information concerning the Company Xxxxxx and the holders of the Company Xxxxxx Common Stock as may be reasonably requested in connection with any such action. No filing of, or Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to, to the Form S-4 or the Joint Proxy Statement will be made or any filing with the SEC incorporated by Parent without reference in the Company’s Form S-4 or the Joint Proxy Statement, in each case prior consent (which shall to filing such with the SEC, except where doing so would cause the filing to not be unreasonably withheldfiled timely, conditioned without regard to any extension pursuant to Rule 12b-25 of the Exchange Act; provided, however, that each party shall be deemed to have consented to the inclusion in the Form S-4, the Joint Proxy Statement or delayed) and without providing any filing with the Company SEC incorporated by reference in the opportunity Form S-4 or the Joint Proxy Statement of any information, language or content specifically agreed to review and comment thereonby such party or its counsel on or prior to the date hereof for inclusion therein. Parent ADC will advise the Company Xxxxxx promptly after it receives oral or written notice thereof, of (i) the time when the Form S-4 has become effective or any supplement or amendment has been filed, (ii) the issuance or threat of any stop order, (iii) the suspension of the qualification of the Parent ADC Common Stock issuable in connection with the Merger this Agreement for offering or sale in any jurisdiction, or (iv) any oral or written request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information and will promptly provide the Company with copies of any written communication from the SEC or any state securities commissioninformation. If at any time prior to the Effective Time any information (including any termination, withdrawal, modification or change Change of the Company Board Recommendation) relating to Parent Xxxxxx or the CompanyADC, or any of their respective Affiliates, officers or directors, should be discovered by Parent Xxxxxx or the Company ADC which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, 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 supplement, including, where appropriate, a filing pursuant to Rules 165 and 425 of the Securities Act, describing such information shall promptly be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the stockholders or shareholders, as applicable, of Parent Xxxxxx and the CompanyADC.

Preparation of Sec Documents Stockholders Meetings. (a) As soon as practicable following the date of this Agreement, Parent Belden and CDT shall agree upon the Company shall terms of, prepare and file with the SEC thx XXX the Joint Proxy Statement, and Parent CDT shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent Belden and the Company CDT shall use commercially reasonable efforts to respond to any comments from the SEC and have the Form S-4 Fxxx X-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent Belden will use all commercially reasonable efforts to cause the Joint Proxy Statement Proxx Xxxtement, a copy of Belden's annual report on Form 10-K for the year ended December 31, 2000 xxx x copy of CDT's annual report on Form 10-K for the year ended July 31, 2003 to be mailed to Parent’s Belden's stockholders, and the Company CDT will use all commercially reasonable efforts to cause effortx xx xxxse the Joint Proxy Statement Statement, a copy of Belden's annual report on Form 10-K for the year ended December 31, 2000 xxx x copy of CDT's annual report on Form 10-K for the year ended July 31, 2003 to be mailed to the Company’s CDT's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent CDT shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing to file a general consent to service of process) reasonably required to be taken under any applicable state securities Laws laws in connection with the issuance and reservation of shares of Parent CDT Common Stock in the Merger and and, subject to the satisfaction of the condition set forth in Section 7.2(e), the conversion of the Company Stock Belden Options into options to acquire Parent CDT Common Stock, and the Company shall furnish Belden shxxx xxrnish all information concerning the Company Belden and the holders of the Company Belden Common Stock as may be reasonably requested in connection with any such xxx xxch action. No filing of, or Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to, to the Form S-4 or the Joint Proxy Statement will or any filing with the SEC incorporated by reference in the Form S-4 or the Joint Proxy Statement, in each case prior to filing such with the SEC, and each party shall provide the other party with a copy of all such filings made with the SEC; provided, however, that each party shall be made deemed to have consented to the inclusion in the Form S-4, the Joint Proxy Statement or any filing with the SEC incorporated by Parent without reference in the Company’s Form S-4 or the Joint Proxy Statement of any information, language or content specifically agreed to by such party or its counsel on or prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing to the Company the opportunity to review and comment thereondate hereof for inclusion therein. Parent CDT will advise the Company Belden promptly after it receives oral or written notice thereof, of (i) the time when the Form S-4 has X-0 xas become effective or any supplement or amendment has been filed, (ii) the issuance of any stop order, (iii) the suspension of the qualification of the Parent CDT Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or (iv) any oral or written request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information and will promptly provide the Company with copies of any written communication from the SEC or any state securities commissioninformation. If at any time prior to the Effective Time any information (including any termination, withdrawal, modification or change Change of the Company Board Recommendation) relating to Parent Belden or the CompanyCDT, or any of their respective Affiliates, officers or directorsdirexxxxx, should be discovered by Parent Belden or the Company CDT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, 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 promptly be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the stockholders or shareholders, as applicable, of Parent Belden and the CompanyCDT.

Preparation of Sec Documents Stockholders Meetings. (a) As soon as practicable following the date of this Agreement, Parent US LEC and PAETEC shall prepare the Joint Proxy Statement and US LEC, the Company and PAETEC shall prepare and the Company shall prepare and file with the SEC the Joint Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent the Company, US LEC and the Company PAETEC shall use commercially reasonable best efforts to respond to any comments from the SEC and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent will US LEC shall use all commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to ParentUS LEC’s stockholders, and the Company will PAETEC shall use all commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to the CompanyPAETEC’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent Subject to Section 4.2(d), the Joint Proxy Statement shall contain the Recommendations. The Company, PAETEC and US LEC shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities Laws laws in connection with the issuance and reservation of shares of Parent Company Common Stock in the Merger and Mergers, the conversion of PAETEC Warrants and US LEC Warrants into Company Warrants, the Company Stock conversion of PAETEC Options and US LEC Options into options to acquire Parent Company Common Stock, and the conversion of PAETEC Unit Awards and US LEC Purchase Rights into stock units and purchase rights, respectively, with respect to Company Common Stock. PAETEC shall furnish to US LEC all information concerning the Company PAETEC and the holders of the Company PAETEC Common Stock Stock, PAETEC Warrants, PAETEC Options and PAETEC Unit Awards, as may be reasonably requested by US LEC in connection with any such action. US LEC shall furnish to the Company and PAETEC all information concerning US LEC and the holders of US LEC Common Stock, US LEC Warrants, US LEC Options and US LEC Purchase Rights as may be reasonably requested by the Company in connection with such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will and no response to SEC comments thereon shall be made by Parent (i) the Company or PAETEC or (ii) US LEC without the CompanyUS LEC’s or PAETEC’s (as applicable) prior consent (which shall not be unreasonably withheld, conditioned delayed or delayedconditioned) and without providing the Company US LEC or PAETEC, as applicable, the opportunity to review and comment thereon. Parent will advise , unless (x) the Company or PAETEC or (y) US LEC would be in violation of Applicable Laws if it were to delay such filing, amendment or supplement in order to receive such prior consent (provided that the Company and PAETEC and US LEC shall use its reasonable best efforts to provide US LEC or PAETEC, as applicable, with the opportunity to review and comment thereon). The Company or PAETEC shall advise US LEC, promptly after it receives oral or written notice thereof, of the time when the Form S-4 has become been declared effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Company Common Stock or the Company Warrants issuable in connection with the Merger Mergers for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information and will shall promptly provide the Company other with copies of any written communication from the SEC or any state securities commission. The Company, PAETEC and US LEC shall prepare any written response to any such SEC comments. If at any time prior to the Effective Time any information (including any termination, withdrawal, modification or change of the Company Board Recommendation) relating to Parent US LEC or the Company, PAETEC or any of their respective Affiliates, officers or directors, directors should be discovered by Parent US LEC or the Company PAETEC which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, 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 the 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 Lawlaw, disseminated to the respective stockholders or shareholders, as applicable, of Parent US LEC and the CompanyPAETEC.

Preparation of Sec Documents Stockholders Meetings. (a) As soon as practicable following the date of this Agreement, Parent IDEC and the Company Biogen shall prepare and file with the SEC the Joint Proxy Statement, and Parent IDEC shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent IDEC and the Company Biogen shall use commercially reasonable efforts to respond to any comments from the SEC and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent IDEC will use all commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent’s IDEC's stockholders, and the Company Biogen will use all commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company’s Biogen's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent IDEC shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing to file a general consent to service of process) required to be taken under any applicable state securities Laws laws in connection with the issuance and reservation of shares of Parent IDEC Common Stock in the Merger and the conversion of the Company Stock Biogen Options into options to acquire Parent IDEC Common Stock, and the Company Biogen shall furnish all information concerning the Company Biogen and the holders of the Company Biogen Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Parent IDEC without the Company’s Biogen's prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the Company Biogen the opportunity to review and comment thereon. Parent IDEC will advise the Company Biogen promptly after it receives oral or written notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent IDEC Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information and will promptly provide the Company with copies of any written communication from the SEC or any state securities commissioninformation. If at any time prior to the Effective Time any information (including any termination, withdrawal, modification or change Change of the Company Board Recommendation) relating to Parent IDEC or the CompanyBiogen, or any of their respective Affiliates, officers or directors, should be discovered by Parent IDEC or the Company Biogen which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, 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 Lawlaw, disseminated to the stockholders or shareholders, as applicable, of Parent IDEC and the CompanyBiogen.

Preparation of Sec Documents Stockholders Meetings. (a) As soon as practicable following the date of this Agreement, Parent IDEC and the Company Biogen shall prepare and file with the SEC the Joint Proxy Statement, and Parent IDEC shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent IDEC and the Company Biogen shall use commercially reasonable efforts to respond to any comments from the SEC and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent IDEC will use all commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ParentIDEC’s stockholders, and the Company Biogen will use all commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to the CompanyBiogen’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent IDEC shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing to file a general consent to service of process) required to be taken under any applicable state securities Laws laws in connection with the issuance and reservation of shares of Parent IDEC Common Stock in the Merger and the conversion of the Company Stock Biogen Options into options to acquire Parent IDEC Common Stock, and the Company Biogen shall furnish all information concerning the Company Biogen and the holders of the Company Biogen Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Parent IDEC without the CompanyBiogen’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the Company Biogen the opportunity to review and comment thereon. Parent IDEC will advise the Company Biogen promptly after it receives oral or written notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent IDEC Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information and will promptly provide the Company with copies of any written communication from the SEC or any state securities commissioninformation. If at any time prior to the Effective Time any information (including any termination, withdrawal, modification or change Change of the Company Board Recommendation) relating to Parent IDEC or the CompanyBiogen, or any of their respective Affiliates, officers or directors, should be discovered by Parent IDEC or the Company Biogen which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, 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 Lawlaw, disseminated to the stockholders or shareholders, as applicable, of Parent IDEC and the CompanyBiogen.

Preparation of Sec Documents Stockholders Meetings. (a) As soon as practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholder Approval and Parent Stockholder Approval (such joint proxy statement, as amended or supplemented from time to time, the “Joint Proxy Statement”), and Parent shall prepare and file with the SEC a registration statement on Form S-4 together with all amendments thereto, (the Form S-4“Registration Statement”), in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use commercially its reasonable best efforts to respond to any comments from the SEC and have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Parent will use all commercially its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Parent’s stockholders, and the Company will use all commercially its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company’s stockholders, in each case as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities Laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger and the conversion of the Company Stock Options into options to acquire Parent Common Stock, and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 Registration Statement or the Joint Proxy Statement will be made by Parent or the Company without the Companyother party’s prior consent (which shall not be unreasonably withheld, conditioned withheld or delayed) and without providing the Company other party the opportunity to review and comment thereon. Parent will advise the Company Company, promptly after it receives oral or written notice thereof, of the time when the Form S-4 Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, or the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger and the Share Issuance for offering or sale in any jurisdiction, or and each party will advise the other promptly of any oral or written request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and will promptly provide the Company with copies of any written communication from the SEC or any state securities commissioninformation. If at any time prior to the Effective Time any information (including any termination, withdrawal, modification Company Adverse Recommendation Change or change of the Company Board RecommendationParent Adverse Recommendation Change) relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by become known to Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 Registration Statement or the Joint Proxy Statement, 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 Lawlaw, disseminated to the stockholders or shareholders, as applicable, of Parent and the Company.

Preparation of Sec Documents Stockholders Meetings. (a) As soon as practicable following the date of this Agreement, Parent Axxxxx and ADC shall agree upon the Company shall terms of, prepare and file with the SEC the Joint Proxy Statement, and Parent ADC shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent Axxxxx and the Company ADC shall use commercially reasonable efforts to respond to any comments from the SEC and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent Axxxxx will use all commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ParentAndrew’s stockholders, and the Company ADC will use all commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to the CompanyADC’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent ADC shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing to file a general consent to service of process) reasonably required to be taken under any applicable state securities Laws laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger and the conversion of the Company Stock Options into options to acquire Parent Common StockADC Share Issuance and, and the Company Axxxxx shall furnish all information concerning the Company Axxxxx and the holders of the Company Axxxxx Common Stock as may be reasonably requested in connection with any such action. No filing of, or Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to, to the Form S-4 or the Joint Proxy Statement will be made or any filing with the SEC incorporated by Parent without reference in the Company’s Form S-4 or the Joint Proxy Statement, in each case prior consent (which shall to filing such with the SEC, except where doing so would cause the filing to not be unreasonably withheldfiled timely, conditioned without regard to any extension pursuant to Rule 12b-25 of the Exchange Act; provided, however, that each party shall be deemed to have consented to the inclusion in the Form S-4, the Joint Proxy Statement or delayed) and without providing any filing with the Company SEC incorporated by reference in the opportunity Form S-4 or the Joint Proxy Statement of any information, language or content specifically agreed to review and comment thereonby such party or its counsel on or prior to the date hereof for inclusion therein. Parent ADC will advise the Company Axxxxx promptly after it receives oral or written notice thereof, of (i) the time when the Form S-4 has become effective or any supplement or amendment has been filed, (ii) the issuance or threat of any stop order, (iii) the suspension of the qualification of the Parent ADC Common Stock issuable in connection with the Merger this Agreement for offering or sale in any jurisdiction, or (iv) any oral or written request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information and will promptly provide the Company with copies of any written communication from the SEC or any state securities commissioninformation. If at any time prior to the Effective Time any information (including any termination, withdrawal, modification or change Change of the Company Board Recommendation) relating to Parent Axxxxx or the CompanyADC, or any of their respective Affiliates, officers or directors, should be discovered by Parent Axxxxx or the Company ADC which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, 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 supplement, including, where appropriate, a filing pursuant to Rules 165 and 425 of the Securities Act, describing such information shall promptly be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the stockholders or shareholders, as applicable, of Parent Axxxxx and the CompanyADC.

Preparation of Sec Documents Stockholders Meetings. (a) As soon as practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Joint Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use commercially its reasonable best efforts to respond to any comments from the SEC and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent will use all commercially its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Parent’s 's stockholders, and the Company will use all commercially its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company’s 's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing to file a general consent to service of process) required to be taken under any applicable state securities Laws laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger and the conversion of the Company Stock Options into options to acquire Parent Common Stock, and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Parent or the Company without the Company’s other party's prior consent (which shall not be unreasonably withheld, conditioned withheld or delayed) and without providing the Company other party the opportunity to review and comment thereon. Parent will advise the Company Company, promptly after it receives oral or written notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or and each party will advise the other promptly of any oral or written request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information and will promptly provide the Company with copies of any written communication from the SEC or any state securities commissioninformation. If at any time prior to the Effective Time any information (including any termination, withdrawal, modification Company Change of Recommendation or change Parent Change of the Company Board Recommendation) relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by become known to Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, 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 Lawlaw, disseminated to the stockholders or shareholders, as applicable, of Parent and the Company.