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. (b) Each of the Company and Parent shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, take all action necessary in accordance with applicable Laws and the Company Organizational Documents, in the case of the Company, and the Parent Organizational Documents, in the case of Parent, to duly give notice of, convene and hold a meeting of its stockholders, to be held as promptly as practicable to consider, in the case of Parent, the Stock Issuance (the “Parent Stockholders’ Meeting”) and, in the case of the Company, the adoption and approval of this Agreement and the Merger (the “Company Stockholders’ Meeting”), and shall use its reasonable best efforts to cause the Parent Stockholders’ Meeting and the Company Stockholders’ Meeting to be held on the same day. Subject to Section 5.4(d), each of the Company and Parent will use all commercially reasonable efforts to solicit from its stockholders proxies in favor of, in the case of Parent, the Stock Issuance, and, in the case of the Company, the adoption and approval of this Agreement and the Merger, and will take all other action necessary or advisable to secure the vote or consent of its stockholders, as applicable, required by the rules of the NYSE, the Nasdaq Global Select Market or applicable Laws to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company or Parent may adjourn or postpone the Company Stockholders’ Meeting or Parent Stockholders’ Meeting, as the case may be, to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement is provided to its respective stockholders in advance of a vote on, in the case of Parent, the Stock Issuance and, in the case of the Company, the approval and adoption of this Agreement and the Merger, or, if, as of the time for which the Company Stockholders’ Meeting or Parent Stockholders’ Meeting, as the case may be, is originally scheduled, there are insufficient shares of the Company Common Stock or Parent Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Each of the Company and Parent shall ensure that the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting, respectively, is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Stockholders’ Meeting or Parent Stockholders’ Meeting, as the case may be, are solicited in compliance with applicable Laws, the rules of the NYSE or the Nasdaq Global Select Market and, in the case of the Company, the Company Organizational Documents, and, in the case of Parent, the Parent Organizational Documents. Except with respect to matters as to which preliminary proxy materials would not be required to be filed with the SEC, without the prior written consent of the Company, the Stock Issuance, an amendment to the Parent’s Certificate of Incorporation to increase the number of authorized shares of Parent Common Stock and an amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan are the only matters which Parent shall propose to be acted on by Parent’s stockholders at the Parent Stockholders’ Meeting; provided, that the approval of the Stock Issuance shall not be conditioned on approval of any matter other than the increase in the number of authorized shares of Parent Common Stock. Without the prior written consent of Parent, approval and adoption of this Agreement and the Merger are the only matters which the Company shall propose to be acted on by the Company’s stockholders at the Company Stockholders’ Meeting. (c) Except to the extent expressly permitted by Section 5.4(d): (i) the Board of Directors of each of the Company and Parent shall recommend that its stockholders vote in favor of, in the case of the Company, the approval and adoption of this Agreement and the Merger at the Company Stockholders’ Meeting, and, in the case of Parent, the Stock Issuance at the Parent Stockholders Meeting, (ii) the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of (A) Parent has recommended that Parent’s stockholders vote in favor of the Stock Issuance, the increase in the number of authorized shares of Parent Common Stock and the amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan (the “Parent Board Recommendation”) and (B) the Company has recommended that the Company’s stockholders vote in favor of approval and adoption of this Agreement and the Merger at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and (iii) neither the Board of Directors of the Company or Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendation of its respective Board of Directors that the respective stockholders of the Company or Parent vote in favor of, in the case of the Company, the approval and adoption of this Agreement and the Merger, and, in the case of Parent, the Stock Issuance. (d) The Company and Parent shall together (unless any action is specifically identified as the obligation of only one of the parties hereto) or pursuant to an allocation of responsibility to be agreed upon between them: (i) Parent shall promptly prepare and file with the Nasdaq Global Select Market and such other stock exchanges as shall be agreed upon listing applications covering the shares of Parent Common Stock issuable in the Merger and the shares of Parent Common Stock to be reserved for issuance upon the exercise, vesting, or payment under any Parent Exchange Option and use all commercially reasonable efforts to obtain, prior to the Effective Time, approval for the listing of such Parent Common Stock, subject only to official notice of issuance; (ii) cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein; and (iii) cooperate with each other in obtaining a written opinion of its respective legal counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in the case of the Company, and DLA Piper US LLP, in the case of Parent (“Tax Counsel”), in a form reasonably satisfactory to the Company and Parent, respectively (each such opinion, a “Tax Opinion”), dated as of the Effective Time, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and Parent and the Company each will be treated as a party to the reorganization within the meaning of Section 368(b) of the Code. Each of the Company, Parent and Merger Sub shall cooperate with each Tax Counsel and shall deliver to each Tax Counsel for purposes of each Tax Opinion customary representations and covenants, including those contained in certificates of the Company, Parent, Merger Sub and others, reasonably satisfactory in form and substance to each Tax Counsel. (e) Subject to the limitations contained in Section 5.3, the Company and Parent shall each furnish the other and to its counsel all such information as may be required in order to effect the foregoing actions, and each represents and warrants to the other that no information furnished by it in connection with such actions, or otherwise in connection with the consummation of the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in light of the circumstances under which it is so furnished, not misleading.

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. (b) Each of the Company Fisher and Parent Thermo Electron shall, as promptly xx xxxmptly as practicable after the Form Xxxx S-4 is declared effective under the Securities Act, take all action necessary in accordance with applicable Applicable Laws and the Company Fisher Organizational Documents, in the case of the CompanyFisher, and the Parent Thermo Xxxxxron Organizational Documents, in the case of Parentxx Xxxrmo Electron, to duly give notice of, convene and hold a meeting of its their stockholders, respectively, to be held as promptly as practicable to consider, in the case of ParentThermo Electron, the Stock Issuance and the Charter Amendment (the “Parent "Thermo Electron Stockholders’ ' Meeting”") and, in the case of the CompanyFisher, the adoption and approval of this Agreement and the Merger (the “Company thx "Xxxher Stockholders’ ' Meeting”"), . Each of Fisher and shall use its Thermo Electron wilx xxx reasonable best efforts to cause the Parent Stockholders’ Meeting and the Company Stockholders’ Meeting to be held on the same day. Subject to Section 5.4(d)solicit xxxx their stockholders, each of the Company and Parent will use all commercially reasonable efforts to solicit from its stockholders respectively, proxies in favor of, in the case of ParentThermo Electron, the Stock IssuanceIssuance and the Charter Amendment, and, in the case of the CompanyFisher, the adoption and approval of this Agreement and the Merger, and will anx xxxx take all other action necessary or advisable to secure the vote or consent of its their stockholders, as applicablerespectively, required by the rules of the NYSE, the Nasdaq Global Select Market NYSE or applicable Applicable Laws to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company Fisher or Parent Thermo Electron may adjourn or postpone the Company Fisher Stockholdxxx' Xeeting or Thermo Electron Stockholders’ Meeting or Parent Stockholders’ ' Meeting, as the xx xxe case may be, to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement is provided to its their respective stockholders stockholders, in advance of a vote on, in the case of ParentThermo Electron, the Stock Issuance and the Charter Amendment and, in the case of the CompanyFisher, the approval and adoption of this Agreement and the Merger, or, ifxx, as of the time for which the Company Fisher Stockholders’ ' Meeting or Parent Thermo Electron Stockholders’ ' Meeting, as the xx xxe case may be, is originally scheduled, there are insufficient shares of the Company Fisher Common Stock or Parent Thermo Electron Common Stock, as the case may bebx, represented xxxresented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Each of the Company Fisher and Parent Thermo Electron shall ensure that the Company Fisher Stockholders’ Meeting ' Xxxxxxg and the Parent Thermo Electron Stockholders’ ' Meeting, respectively, is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Fisher Stockholders’ ' Meeting or Parent Thermo Electron Stockholders’ ' Meeting, as the xx xxe case may be, are solicited in compliance with applicable Applicable Laws, the rules of the NYSE or the Nasdaq Global Select Market and, in the case of the CompanyFisher, the Company Fisher Organizational Documents, and, in the case of ParentThermx Xxxxtron, the Parent xxx Xxermo Electron Organizational Documents. Except with respect to matters as to which preliminary proxy materials would not be required to be filed with the SEC, without the prior written consent of the CompanyFisher, the Stock Issuance, an amendment to Issuance and the Parent’s Certificate of Incorporation to increase the number of authorized shares of Parent Common Stock and an amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan Charter Amendment are the only matters which Parent mattxxx xxich Thermo Electron shall propose to be acted on by Parent’s Thermo Electron's stockholders at the Parent Thermo Electron Stockholders’ ' Meeting; provided, that the approval of the Stock Issuance shall not be conditioned on approval of any matter other than the increase in the number of authorized shares of Parent Common Stock. Without the prior written consent of ParentThermo Electron, approval and adoption of this Agreement and the Merger are the only matters which the Company Fisher shall propose to be acted on by the Company’s Fisher's stockholders at the Company Stockholders’ Fixxxx Xtockholders' Meeting. (cx) Except Each of Fisher and Txxxxx Electron will use reasonable best efforts to the extent expressly permitted by Section 5.4(d): (i) the Board of Directors of each of the Company hold thx Xxxxer Stockholders' Meeting and Parent shall recommend that its stockholders vote in favor of, in the case of the Company, the approval and adoption of this Agreement and the Merger at the Company Thermo Electron Stockholders’ ' Meeting, and, in the case of Parent, the Stock Issuance at the Parent Stockholders Meeting, (ii) the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of (A) Parent has recommended that Parent’s stockholders vote in favor of the Stock Issuance, the increase in the number of authorized shares of Parent Common Stock and the amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan (the “Parent Board Recommendation”) and (B) the Company has recommended that the Company’s stockholders vote in favor of approval and adoption of this Agreement and the Merger at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and (iii) neither the Board of Directors of the Company or Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendation of its respective Board of Directors that the respective stockholders of the Company or Parent vote in favor of, in the case of the Company, the approval and adoption of this Agreement and the Merger, and, in the case of Parent, the Stock Issuance. (d) The Company and Parent shall together (unless any action is specifically identified as the obligation of only one of the parties hereto) or pursuant to an allocation of responsibility to be agreed upon between them: (i) Parent shall promptly prepare and file with the Nasdaq Global Select Market and such other stock exchanges as shall be agreed upon listing applications covering the shares of Parent Common Stock issuable in the Merger and the shares of Parent Common Stock to be reserved for issuance upon the exercise, vesting, or payment under any Parent Exchange Option and use all commercially reasonable efforts to obtain, prior to the Effective Time, approval for the listing of such Parent Common Stock, subject only to official notice of issuance; (ii) cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein; and (iii) cooperate with each other in obtaining a written opinion of its respective legal counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in the case of the Company, and DLA Piper US LLP, in the case of Parent (“Tax Counsel”), in a form reasonably satisfactory to the Company and Parent, respectively (each such opinion, a “Tax Opinion”), dated as of the Effective Time, to the effect thatxxxxectively, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated same date as a reorganization within the meaning of Section 368(a) of the Code and Parent and the Company each will be treated as a party to the reorganization within the meaning of Section 368(b) of the Code. Each of the Company, Parent and Merger Sub shall cooperate with each Tax Counsel and shall deliver to each Tax Counsel for purposes of each Tax Opinion customary representations and covenants, including those contained in certificates of the Company, Parent, Merger Sub and others, reasonably satisfactory in form and substance to each Tax Counsel. (e) Subject to the limitations contained in Section 5.3, the Company and Parent shall each furnish the other party and to its counsel all such information as may be required in order to effect soon as reasonably practicable after the foregoing actions, and each represents and warrants to the other that no information furnished by it in connection with such actions, or otherwise in connection with the consummation date of the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in light of the circumstances under which it is so furnished, not misleadingAgreement.

Preparation of SEC Documents; Stockholders’ Meetings. (a) All filings by the Company or Parent with the SEC in connection with the transactions contemplated hereby and all mailings to the stockholders of the Company in connection with the Merger or to the stockholders of Parent in connection with the Parent Share Issuance shall be subject to the prior review and comment by the other Party. (b) As soon promptly as practicable following the date of this Agreement, and in any event within twenty-five (25) Business Days following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Joint Proxy Statementjointly prepare, and Parent shall prepare and file cause to be filed with the SEC SEC, the Form S-4Registration Statement, in which a joint proxy statement to be sent to the Joint stockholders of Parent and the stockholders of the Company relating to the Parent Meeting and the Company Meeting, respectively (together with any amendments or supplements thereto, the “Proxy Statement Statement”) will be included as a prospectusincluded. Each of Parent and the Company shall use commercially its reasonable best efforts to respond cause the Registration Statement and the Proxy Statement to any comments from comply with the SEC rules and regulations promulgated by the SEC, to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filingfiling and to keep the Registration Statement effective as long as is necessary to consummate the Merger. 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 Each 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 it as may reasonably be reasonably requested by the other Party in connection with any such actionactions and the preparation of the Proxy Statement and the Registration Statement. No filing of, or amendment or supplement toPromptly after the Registration Statement is declared effective under the Securities Act, the Form S-4 Company will cause the Proxy Statement to be mailed to stockholders of the Company, and Parent will cause the Proxy Statement to be mailed to stockholders of Parent. (c) Each of Parent and the Company shall (i) as promptly as practicable notify the other of (1) the receipt of any comments from the SEC or its staff and all other written correspondence and oral communications with the SEC relating to the Proxy Statement or the Joint Proxy Registration 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 including the time when the Form S-4 has become Registration Statement becomes effective or any supplement or amendment has been filed, and the issuance of any stop order, the order or suspension of qualifications relating to the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in Registration Statement) and (2) any jurisdiction, or any oral or written request by from the SEC or its staff for amendment of amendments or supplements to 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 with respect thereto, and will promptly (ii) provide the Company other with copies of any written communication from (1) all correspondence between it and its Representatives, on the one hand, and the SEC or any state securities commission. If at any time prior and its staff, on the other hand, relating 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 the Registration Statement or the transactions contemplated hereby and (2) all Orders of the SEC relating to the Registration Statement. Each of Parent and the Company shall ensure that none of the information 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 of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were are made, not misleadingmisleading and (B) the Proxy Statement will, on the party date on 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 it is first mailed to the stockholders or shareholders, as applicable, of Parent and the Company. (b) Each of the Company and the stockholders of Parent shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, take all action necessary in accordance with applicable Laws and the Company Organizational Documents, in the case of the Company, and the Parent Organizational Documents, in the case of Parent, to duly give notice of, convene and hold a meeting of its stockholders, to be held as promptly as practicable to consider, in the case of Parent, the Stock Issuance (the “Parent Stockholders’ Meeting”) and, in the case of the Company, the adoption and approval of this Agreement and the Merger (the “Company Stockholders’ Meeting”), and shall use its reasonable best efforts to cause the Parent Stockholders’ Meeting and the Company Stockholders’ Meeting to be held on the same day. Subject to Section 5.4(d), each of the Company and Parent will use all commercially reasonable efforts to solicit from its stockholders proxies in favor of, in the case of Parent, the Stock Issuance, and, in the case of the Company, the adoption and approval of this Agreement and the Merger, and will take all other action necessary or advisable to secure the vote or consent of its stockholders, as applicable, required by the rules of the NYSE, the Nasdaq Global Select Market or applicable Laws to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company or Parent may adjourn or postpone the Company Stockholders’ Meeting or Parent Stockholders’ Meeting, as the case may be, to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement is provided to its respective stockholders in advance of a vote on, in the case of Parent, the Stock Issuance and, in the case of the Company, the approval and adoption of this Agreement and the Merger, or, if, as of at the time for which the Company Stockholders’ Meeting or Parent Stockholders’ Meeting, as the case may be, is originally scheduled, there are insufficient shares of the Company Common Stock or Parent Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Each of the Company and Parent shall ensure that the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting, respectively, is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Stockholders’ Meeting or Parent Stockholders’ Meeting, as the case may be, are solicited in compliance with applicable Laws, the rules of the NYSE or the Nasdaq Global Select Market and, in the case of the Company, the Company Organizational Documents, and, in the case of Parent, the Parent Organizational Documents. Except with respect to matters as to which preliminary proxy materials would not be required to be filed with the SEC, without the prior written consent of the Company, the Stock Issuance, an amendment to the Parent’s Certificate of Incorporation to increase the number of authorized shares of Parent Common Stock and an amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan are the only matters which Parent shall propose to be acted on by Parent’s stockholders at the Parent Stockholders’ Meeting; provided, that the approval of the Stock Issuance shall not be conditioned on approval of any matter other than the increase in the number of authorized shares of Parent Common Stock. Without the prior written consent of Parent, approval and adoption of this Agreement and the Merger are the only matters which the Company shall propose to be acted on by the Company’s stockholders at the Company Stockholders’ Meeting. (c) Except to the extent expressly permitted by Section 5.4(d): (i) the Board of Directors of each of the Company and Parent shall recommend that its stockholders vote in favor of, in the case of the Company, the approval and adoption of this Agreement Meeting and the Merger at the Company Stockholders’ Parent Meeting, and, in the case of Parent, the Stock Issuance at the Parent Stockholders Meeting, (ii) the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of (A) Parent has recommended that Parent’s stockholders vote in favor of the Stock Issuance, the increase in the number of authorized shares of Parent Common Stock and the amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan (the “Parent Board Recommendation”) and (B) the Company has recommended that the Company’s stockholders vote in favor of approval and adoption of this Agreement and the Merger at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and (iii) neither the Board of Directors of the Company or Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendation of its respective Board of Directors that the respective stockholders of the Company or Parent vote in favor of, in the case of the Company, the approval and adoption of this Agreement and the Merger, and, in the case of Parent, the Stock Issuance. (d) The Company and Parent shall together (unless any action is specifically identified as the obligation of only one of the parties hereto) or pursuant to an allocation of responsibility to be agreed upon between them: (i) Parent shall promptly prepare and file with the Nasdaq Global Select Market and such other stock exchanges as shall be agreed upon listing applications covering the shares of Parent Common Stock issuable in the Merger and the shares of Parent Common Stock to be reserved for issuance upon the exercise, vesting, or payment under any Parent Exchange Option and use all commercially reasonable efforts to obtain, prior to the Effective Time, approval for the listing of such Parent Common Stock, subject only to official notice of issuance; (ii) cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein; and (iii) cooperate with each other in obtaining a written opinion of its respective legal counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in the case of the Company, and DLA Piper US LLP, in the case of Parent (“Tax Counsel”), in a form reasonably satisfactory to the Company and Parent, respectively (each such opinion, a “Tax Opinion”), dated as of the Effective Time, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and Parent and the Company each will be treated as a party to the reorganization within the meaning of Section 368(b) of the Code. Each of the Company, Parent and Merger Sub shall cooperate with each Tax Counsel and shall deliver to each Tax Counsel for purposes of each Tax Opinion customary representations and covenants, including those contained in certificates of the Company, Parent, Merger Sub and others, reasonably satisfactory in form and substance to each Tax Counsel. (e) Subject to the limitations contained in Section 5.3, the Company and Parent shall each furnish the other and to its counsel all such information as may be required in order to effect the foregoing actions, and each represents and warrants to the other that no information furnished by it in connection with such actions, or otherwise in connection with the consummation of the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make any information so furnishedthe statements therein, in light of the circumstances under which it is so furnishedthey are made, not misleading. Each of Parent and the Company shall use its reasonable best efforts to respond (with the assistance of, and after consultation with, the other as provided by this Section 7.2(c)) as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and the Registration Statement. If at any time prior to the Effective Time, any information relating to the Company, Parent or any of their respective Affiliates (including with respect to Parent, solely for this purpose, KKR), officers or directors is discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement or the Registration Statement, so that neither the Proxy Statement or the Registration Statement would contain an 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 the light of the circumstances under which they are made, not misleading, the Party that discovers such information shall promptly notify the other Parties thereof, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company and Parent. (d) The Company will, as soon as reasonably practicable following the date the Registration Statement is declared effective by the SEC, duly call, give notice of, convene and hold a meeting of the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval (the “Company Meeting”). The Company will, subject to compliance with the DGCL and the Exchange Act, use its reasonable best efforts to (i) hold the Company Meeting as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act and (ii) subject to Section 7.3(e), solicit proxies in favor of the adoption of this Agreement. The Company will include the Company Board Recommendation in the Proxy Statement, except to the extent that the Company Board shall have made a Company Adverse Recommendation Change as permitted by Section 7.3(e). Notwithstanding the foregoing provisions of this Section 7.2(d), if on a date for which the Company Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares of Company Stock to obtain the Company Stockholder Approval, whether or not a quorum is present, or if the Parent has provided consent, the Company will have the right to make one or more successive postponements or adjournments of the Company Meeting, provided that the Company Meeting is not postponed or adjourned to a date that is more than 30 days after the date for which the Company Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law). The Company agrees that, unless this Agreement has been terminated in accordance with Section 9.1, its obligations pursuant to this Section 7.2 will not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal, by the making of any Company Adverse Recommendation Change by the Company Board or the occurrence of a Company Intervening Event. (e) Parent will, as soon as reasonably practicable following the date the Registration Statement is declared effective by the SEC, duly call, give notice of, convene and hold a meeting of Parent’s stockholders for the purpose of obtaining the Parent Stockholder Approval (the “Parent Meeting”). Parent will, subject to compliance with the DGCL and the Exchange Act, use its reasonable best efforts to (i) hold the Parent Meeting as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act and (ii) subject to Section 7.4(c), solicit proxies in favor of the Parent Share Issuance. Parent will include the Parent Board Recommendation in the Proxy Statement, except to the extent that the Parent Board shall have made a Parent Adverse Recommendation Change as permitted by Section 7.4(c). Notwithstanding the foregoing provisions of this Section 7.2(e), if on a date for which the Parent Meeting is scheduled, Parent has not received proxies representing a sufficient number of shares of Parent Common Stock to obtain the Parent Stockholder Approval, whether or not a quorum is present, or if the Company has provided consent, Parent will have the right to make one or more successive postponements or adjournments of the Parent Meeting, provided that the Parent Meeting is not postponed or adjourned to a date that is more than 30 days after the date for which the Parent Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law). Parent agrees that, unless this Agreement has been terminated in accordance with Section 9.1, its obligations pursuant to this Section 7.2 will not be affected by the commencement, public proposal, public disclosure or communication to Parent of any Parent Acquisition Proposal, by the making of any Parent Adverse Recommendation Change by the Parent Board or the occurrence of a Parent Intervening Event. (f) The Parties will use their reasonable best efforts to hold the Company Meeting and the Parent Meeting on the same day at the same time.

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. (b) Each Subject to each of Parent’s and the Company’s rights to terminate this Agreement pursuant to Section 7.1(h) and Section 7.1(g), respectively, each of the Company and Parent shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, take all action reasonably necessary in accordance with applicable Laws and the Company Organizational Documents, in the case of the Company, and the Parent Organizational Documents, in the case of Parent, to duly give notice of, convene and hold a meeting of its stockholders, to be held as promptly as practicable practicable, and in any event within forty-five (45) days (or such longer period as mutually agreed between the Company and Parent) after the Form S-4 is declared effective under the Securities Act, to consider, in the case of the Company, the adoption of this Agreement and the approval of the Combination (the “Company Stockholders’ Meeting”), and, in the case of Parent, the approval of the Parent Charter Amendment and the Stock Issuance (the “Parent Stockholders’ Meeting”) and, in subject to each of Parent’s and the case Company’s rights to terminate this Agreement pursuant to Section 7.1(h) and Section 7.1(g), respectively, and to the provisions of this Section 5.6(b) with respect to any adjournment or postponement, each of the Company, the adoption Company and approval of this Agreement and the Merger (the “Company Stockholders’ Meeting”), and Parent shall use its their respective reasonable best efforts to cause the Parent Stockholders’ Meeting and the Company Stockholders’ Meeting to be held on the same day. Subject to In the absence of a Company Adverse Recommendation Change or a termination of this Agreement in accordance with Section 5.4(d7.1(g), in the case of the Company, and in the absence of a Parent Adverse Recommendation Change or a termination of this Agreement in accordance with Section 7.1(h), in the case of Parent, each of the Company and Parent will shall use all commercially their respective reasonable best efforts to solicit from its stockholders proxies in favor of, in the case of Parentthe Company, the Stock Issuance, adoption of this Agreement and the approval of the Combination and, in the case of the CompanyParent, the adoption and approval of this Agreement the Parent Charter Amendment and the MergerStock Issuance, and will shall take all other action necessary or advisable to secure the vote or consent of its stockholders, as applicable, required by the rules of the NYSE, the Nasdaq Global Select Market NASDAQ or applicable Laws to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company or Parent may shall adjourn or postpone postpone, on one or more occasions and whether or not a quorum is present, the Company Stockholders’ Meeting or the Parent Stockholders’ Meeting, as the case may be, if, on a date on which the Company Stockholders’ Meeting or the Parent Stockholders’ Meeting is scheduled, the Company or Parent, as the case may be, has not received proxies representing a sufficient number of shares of Company Common Stock or Parent Common Stock, respectively, to obtain the Company Stockholder Approval or the Parent Stockholder Approval; provided, however, that the Company Stockholders’ Meeting or Parent Stockholders’ Meeting, as applicable, is not postponed or adjourned to a date that is more than thirty (30) days after the case may be, to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement is provided to its respective stockholders in advance of a vote on, in the case of Parent, the Stock Issuance and, in the case of the Company, the approval and adoption of this Agreement and the Merger, or, if, as of the time for date on which the Company Stockholders’ Meeting or Parent Stockholders’ Meeting, as applicable, was originally scheduled (excluding any postponements or adjournments required by Law). Unless this Agreement is terminated by the Company pursuant to Section 7.1(g), or by Parent pursuant to Section 7.1(h), the Company’s obligation to hold the Company Stockholders’ Meeting and Parent’s obligation to hold the Parent Stockholders’ Meeting, in each case may bepursuant to this Section 5.6(b), shall not be affected by (i) the commencement, public proposal, public disclosure or communication to (A) the Company of any Company Alternative Transaction Proposal or (B) Parent of any Parent Alternative Transaction Proposal, or (ii) the making of any Company Adverse Recommendation Change by the Company Board or any Parent Adverse Recommendation Change by the Parent Board; provided, however, that if the public announcement of a Company Adverse Recommendation Change or the delivery of a Company Notice of Change, on the one hand, or a Parent Adverse Recommendation Change or a Parent Notice of Change, on the other hand, is originally scheduled, there are insufficient shares of less than ten (10) Business Days prior to the Company Common Stock Stockholders’ Meeting or the Parent Common StockStockholders’ Meeting, as respectively, such party shall be entitled to postpone the case may bemeeting of its stockholders to a date not more than ten (10) Business Days after such event. Unless this Agreement is terminated pursuant to Section 7.1(g) or Section 7.1(h), represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Each each of the Company and Parent shall ensure that the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting, respectively, is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Stockholders’ Meeting or the Parent Stockholders’ Meeting, as the case may be, are solicited in compliance with applicable Laws, the rules of the NYSE or the Nasdaq Global Select Market and, in the case NASDAQ and each of the Company, the Company Organizational Documents, and, in the case of Parent, Documents and the Parent Organizational Documents. Except with respect to matters , as to which preliminary proxy materials would not be required to be filed with the SEC, without applicable. (c) Without the prior written consent of the Company, the Stock Issuance, an amendment to the Parent’s Certificate of Incorporation to increase the number of authorized shares of Parent Common Stock and an amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan are the only matters which that Parent shall propose to be acted on by Parent’s stockholders at the Parent Stockholders’ Meeting; providedMeeting are (i) the approval of the Parent Charter Amendment, that (ii) the approval of the Stock Issuance shall and (iii) if Parent has not be conditioned on approval of any matter other than the increase in the received proxies representing a sufficient number of authorized shares of Parent Common StockStock to obtain the Parent Stockholder Approval, the adjournment of the Parent Stockholders’ Meeting to solicit additional proxies. Without the prior written consent of Parent, approval and adoption of this Agreement and the Merger are the only matters which that the Company shall propose to be acted on by the Company’s stockholders at the Company Stockholders’ MeetingMeeting are (i) the adoption of this Agreement and the approval of the Combination, (ii) a non-binding, advisory vote to approve the payment by the Company of certain compensation to the named executive officers of the Company that is based on or otherwise relates to the Combination, and (iii) if the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder Approval, the adjournment of the Company Stockholders’ Meeting to solicit additional proxies. (cd) Except to the extent expressly permitted by Section 5.4(d): 5.4(b), in the case of Parent, and Section 5.5(b), in the case of the Company: (i) the Company Board of Directors of each of the Company and Parent shall recommend that its stockholders vote in favor of, in the case of the Company, the approval and adoption of this Agreement and the Merger approval of the Combination at the Company Stockholders’ Meeting, and, (ii) the Parent Board shall recommend that its stockholders vote in favor of the case approval of Parent, the Parent Charter Amendment and the Stock Issuance at the Parent Stockholders Stockholders’ Meeting, (iiiii) the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of (A) Parent has recommended that Parent’s stockholders vote in favor of the Stock Issuance, approval of the increase in the number of authorized shares of Parent Common Stock Charter Amendment and the amendment to Stock Issuance at the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan Stockholders’ Meeting (the “Parent Board Recommendation”) and (B) the Company has recommended that the Company’s stockholders vote in favor of approval and the adoption of this Agreement and the Merger approval of the Combination at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and ), (iiiiv) neither the Parent Board of Directors of the Company or Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other partyCompany, the recommendation of its respective the Parent Board of Directors that the respective stockholders of Parent vote in favor of the approval of the Parent Charter Amendment and the Stock Issuance and (v) neither the Company Board nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Company Board that the stockholders of the Company or Parent vote in favor of, in the case of the Company, the approval and adoption of this Agreement and the Merger, and, in approval of the case of Parent, the Stock IssuanceCombination. (de) The Parent, with respect to the action identified in Section 5.6(e)(i), and the Company and Parent shall together (unless any action is specifically Parent, with respect to the actions identified as the obligation of only one of the parties heretoin Section 5.6(e)(ii) or pursuant to an allocation of responsibility to be agreed upon between themand Section 5.6(e)(iii), shall: (i) Parent shall promptly prepare and file with the Nasdaq Global Select Market and such other stock exchanges as shall be agreed upon NASDAQ a listing applications application covering the shares of Parent Common Stock issuable in the Merger and the shares of Parent Common Stock to be reserved for issuance upon the exercise, vesting, or payment under any Parent Exchange Option and use all commercially reasonable best efforts to obtain, prior to the Effective Time, approval for the listing of such Parent Common Stock, subject only to official notice of issuance; (ii) cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated hereinhereby; and (iii) cooperate with each other in obtaining a written opinion of its respective legal counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in the case of the CompanyParent, and DLA Piper US Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, in the case of Parent the Company (“Tax Counsel”), substantially in a the form reasonably satisfactory to the Company and Parent, respectively attached hereto as Exhibit C (each such opinion, a “Tax Opinion”), dated as of the Effective TimeClosing Date, to the effect that, on the basis of the facts, representations and assumptions set forth in such tax opinion, the Merger Combination will be treated qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code and Parent and the Company each will be treated as a party to the reorganization within the meaning of Section 368(b) of the Code. Each of the Company, Parent Parent, Merger Sub 1 and Merger Sub 2 shall cooperate with each Tax Counsel and shall deliver to each Tax Counsel for purposes of each Tax Opinion customary representations and covenantsOpinion, including those contained in certificates of the Company, Parent, Merger Sub 1 and othersMerger Sub 2 dated as of the Closing Date and signed by an officer thereof, containing representations as reasonably satisfactory necessary and appropriate to enable Tax Counsel to render the Tax Opinions, each substantially in the form and substance to each attached hereto as Exhibit D (collectively, the “Tax CounselRepresentation Letters”). (ef) Subject to the limitations contained in Section 5.3, the Company and Parent shall each furnish to the other and to its counsel all such information as may be required in order to effect the foregoing actions, and each represents and warrants to the other that no information furnished by it in connection with such actions, or otherwise in connection with the consummation of the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in light of the circumstances under which it is so furnished, not misleading. Without limiting the generality of the foregoing, (i) the Company will deliver after execution of this Agreement complete and accurate copies of the opinions of the Company Financial Advisors referenced in Section 3.19 to Parent (on a non-reliance basis for informational purposes only), and (ii) Parent will deliver after execution of this Agreement a complete and accurate copy of the opinion of the Parent Financial Advisor referenced in Section 4.19 to the Company (on a non-reliance basis for informational purposes only), which opinions shall, subject to compliance with the respective Company Financial Advisors’ engagement letters with the Company, be included in the Joint Proxy Statement.

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. (b) Each of the Company Northwest and Parent Delta shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, take all action necessary in accordance with applicable Applicable Laws and the Company Northwest Organizational Documents, in the case of the CompanyNorthwest, and the Parent Delta Organizational Documents, in the case of ParentDelta, to duly give notice of, convene and hold a meeting of its their stockholders, respectively, to be held as promptly as practicable to consider, in the case of ParentDelta, the Stock Issuance (the “Parent Delta Stockholders’ Meeting”) and, in the case of the CompanyNorthwest, the adoption and approval of this Agreement and the Merger (the “Company Northwest Stockholders’ Meeting”). Each of Northwest and Delta will, except to the extent such party has made a Delta Change in Recommendation or a Northwest Change in Recommendation, as applicable, in compliance with Section 4.2(a), through its Board of Directors, recommend that its stockholders approve the Stock Issuance or adopt this Agreement, as applicable, and shall will use its reasonable best efforts to cause the Parent Stockholders’ Meeting and the Company Stockholders’ Meeting to be held on the same day. Subject to Section 5.4(d), each of the Company and Parent will use all commercially reasonable efforts to solicit from its stockholders respective stockholders, proxies in favor of, in the case of ParentDelta, the Stock Issuance, Issuance and, in the case of the CompanyNorthwest, the adoption and approval of this Agreement and the MergerAgreement, and will take all other action necessary or advisable to secure the vote or consent of its their stockholders, as applicablerespectively, required by the rules of the NYSE, the Nasdaq Global Select Market NYSE or applicable Applicable Laws to obtain such approvals. Notwithstanding anything Delta’s obligations to hold the contrary contained in this Agreement, the Company or Parent may adjourn or postpone the Company Stockholders’ Meeting or Parent Stockholders’ Meeting, as the case may be, to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement is provided to its respective stockholders in advance of a vote on, in the case of Parent, the Stock Issuance and, in the case of the Company, the approval and adoption of this Agreement and the Merger, or, if, as of the time for which the Company Stockholders’ Meeting or Parent Stockholders’ Meeting, as the case may be, is originally scheduled, there are insufficient shares of the Company Common Stock or Parent Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Each of the Company and Parent shall ensure that the Company Delta Stockholders’ Meeting and otherwise pursuant to the Parent first sentence of this Section 5.1(b) shall not be affected by any Delta Change in Recommendation, and Northwest’s obligations to hold the Northwest Stockholders’ Meeting and otherwise pursuant to the first sentence of this Section 5.1(b) shall not be affected by any Northwest Change in Recommendation. (c) Each of Northwest and Delta will use reasonable best efforts to hold the Northwest Stockholders’ Meeting and Delta Stockholders’ Meeting, respectively, is called, noticed, convened, held and conducted, and that all proxies solicited in connection with on the Company Stockholders’ Meeting or Parent Stockholders’ Meeting, same date as the case may be, are solicited in compliance with applicable Laws, other party and as soon as reasonably practicable after the rules of the NYSE or the Nasdaq Global Select Market and, in the case of the Company, the Company Organizational Documents, and, in the case of Parent, the Parent Organizational Documents. Except with respect to matters as to which preliminary proxy materials would not be required to be filed with the SEC, without the prior written consent of the Company, the Stock Issuance, an amendment to the Parent’s Certificate of Incorporation to increase the number of authorized shares of Parent Common Stock and an amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan are the only matters which Parent shall propose to be acted on by Parent’s stockholders at the Parent Stockholders’ Meeting; provided, that the approval of the Stock Issuance shall not be conditioned on approval of any matter other than the increase in the number of authorized shares of Parent Common Stock. Without the prior written consent of Parent, approval and adoption date of this Agreement and the Merger are the only matters which the Company shall propose to be acted on by the Company’s stockholders at the Company Stockholders’ MeetingAgreement. (c) Except to the extent expressly permitted by Section 5.4(d): (i) the Board of Directors of each of the Company and Parent shall recommend that its stockholders vote in favor of, in the case of the Company, the approval and adoption of this Agreement and the Merger at the Company Stockholders’ Meeting, and, in the case of Parent, the Stock Issuance at the Parent Stockholders Meeting, (ii) the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of (A) Parent has recommended that Parent’s stockholders vote in favor of the Stock Issuance, the increase in the number of authorized shares of Parent Common Stock and the amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan (the “Parent Board Recommendation”) and (B) the Company has recommended that the Company’s stockholders vote in favor of approval and adoption of this Agreement and the Merger at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and (iii) neither the Board of Directors of the Company or Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendation of its respective Board of Directors that the respective stockholders of the Company or Parent vote in favor of, in the case of the Company, the approval and adoption of this Agreement and the Merger, and, in the case of Parent, the Stock Issuance. (d) The Company and Parent shall together (unless any action is specifically identified as the obligation of only one of the parties hereto) or pursuant to an allocation of responsibility to be agreed upon between them: (i) Parent shall promptly prepare and file with the Nasdaq Global Select Market and such other stock exchanges as shall be agreed upon listing applications covering the shares of Parent Common Stock issuable in the Merger and the shares of Parent Common Stock to be reserved for issuance upon the exercise, vesting, or payment under any Parent Exchange Option and use all commercially reasonable efforts to obtain, prior to the Effective Time, approval for the listing of such Parent Common Stock, subject only to official notice of issuance; (ii) cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein; and (iii) cooperate with each other in obtaining a written opinion of its respective legal counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in the case of the Company, and DLA Piper US LLP, in the case of Parent (“Tax Counsel”), in a form reasonably satisfactory to the Company and Parent, respectively (each such opinion, a “Tax Opinion”), dated as of the Effective Time, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and Parent and the Company each will be treated as a party to the reorganization within the meaning of Section 368(b) of the Code. Each of the Company, Parent and Merger Sub shall cooperate with each Tax Counsel and shall deliver to each Tax Counsel for purposes of each Tax Opinion customary representations and covenants, including those contained in certificates of the Company, Parent, Merger Sub and others, reasonably satisfactory in form and substance to each Tax Counsel. (e) Subject to the limitations contained in Section 5.3, the Company and Parent shall each furnish the other and to its counsel all such information as may be required in order to effect the foregoing actions, and each represents and warrants to the other that no information furnished by it in connection with such actions, or otherwise in connection with the consummation of the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in light of the circumstances under which it is so furnished, not misleading.

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. (b) Each of the Company ADC and Parent Axxxxx shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, take all action necessary in accordance with applicable Laws Applicable Law and the Company ADC Organizational Documents, in the case of the CompanyADC, and the Parent Axxxxx Organizational Documents, in the case of ParentAxxxxx, to duly give notice of, convene and hold a meeting of its stockholders, stockholders to be held as promptly as practicable to consider, in the case of ParentAxxxxx, the Stock Issuance (the “Parent Stockholders’ Meeting”) and, in the case of the Company, the approval and adoption and approval of this Agreement and the Merger (the “Company Axxxxx Stockholders’ Meeting”), and shall use its reasonable best efforts to cause and, in the Parent Stockholderscase of ADC, the ADC Share Issuance (the “ADC Shareholders’ Meeting and Meeting”). Except in the Company Stockholders’ Meeting to be held on the same day. Subject to case of a Change of Recommendation in accordance with Section 5.4(d)5.3, each of the Company ADC and Parent Axxxxx will use all commercially reasonable efforts to solicit from its stockholders proxies in favor of, in the case of ParentAxxxxx, the Stock Issuance, approval and adoption of this Agreement and the Merger and, in the case of the CompanyADC, the adoption and approval of this Agreement and the MergerADC Share Issuance, and will take all other action reasonably necessary or advisable to secure the vote or consent of its stockholders, as applicable, stockholders required by the rules of the NYSE, the Nasdaq Global Select Market NASDAQ or applicable Laws Applicable Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company ADC or Parent may Axxxxx xxx adjourn or postpone the Company StockholdersADC Shareholders’ Meeting or Parent Axxxxx Stockholders’ Meeting, as the case may be, to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement is provided to its respective stockholders in advance of a vote on, in the case of ParentAxxxxx, the Stock Issuance adoption and approval of this Agreement and the Merger and, in the case of the CompanyADC, the approval and adoption of this Agreement and the MergerADC Share Issuance, or, if, as of the time for which the Company StockholdersADC Shareholders’ Meeting or Parent Axxxxx Stockholders’ Meeting, as the case may be, is originally scheduled, there are insufficient shares of the Company ADC Common Stock or Parent Axxxxx Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Each of the Company ADC and Parent Axxxxx shall ensure use commercially reasonable efforts such that the Company StockholdersADC Shareholders’ Meeting and the Parent Axxxxx Stockholders’ Meeting, respectively, is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company StockholdersADC Shareholders’ Meeting or Parent Axxxxx Stockholders’ Meeting, as the case may be, are solicited in compliance with applicable LawsApplicable Law, the rules of the NYSE or the Nasdaq Global Select Market NASDAQ and, in the case of the CompanyADC, the Company ADC Organizational Documents, and, in the case of ParentAxxxxx, the Parent Axxxxx Organizational Documents. Except with respect to matters as to which preliminary proxy materials would not be required to be filed with the SEC, without Without the prior written consent of the CompanyAxxxxx, the Stock Issuance, an amendment to the Parent’s Certificate of Incorporation to increase the number of authorized shares of Parent Common Stock and an amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan are ADC Share Issuance is the only matters matter which Parent ADC shall propose to be acted on by ParentADC’s stockholders shareholders at the Parent StockholdersADC Shareholders’ Meeting; provided, that the approval of the Stock Issuance shall not be conditioned on approval of any matter other than the increase in the number of authorized shares of Parent Common Stock. Without the prior written consent of ParentADC, the approval and adoption of this Agreement and the Merger are is the only matters matter which the Company Axxxxx shall propose to be acted on by the CompanyAndrew’s stockholders at the Company Axxxxx Stockholders’ Meeting. (c) Each of ADC and Axxxxx will use commercially reasonable efforts to hold the ADC Shareholders’ Meeting and Axxxxx Stockholders’ Meeting, respectively, on the same date as the other party and as soon as reasonably practicable after the date of this Agreement, subject to the requirements of Instruction D.3 to Schedule 14A (Rule 14a-101) promulgated under the Exchange Act. (d) Except to the extent expressly permitted by Section 5.4(d): 5.3: (i) the Board of Directors of each of the Company Axxxxx and Parent ADC shall recommend that its stockholders vote in favor of, in the case of the CompanyAxxxxx, the approval and adoption of this Agreement and the Merger at the Company Axxxxx Stockholders’ Meeting, and, in the case of ParentADC, the Stock ADC Share Issuance at the Parent Stockholders ADC Shareholders’ Meeting, (ii) the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of (A) Parent ADC has recommended that ParentADC’s stockholders shareholders vote in favor of the Stock Issuance, ADC Share Issuance at the increase in the number of authorized shares of Parent Common Stock and the amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan (the “Parent Board Recommendation”) ADC Shareholders’ Meeting and (B) the Company Axxxxx has recommended that the CompanyAndrew’s stockholders vote in favor of approval and adoption of this Agreement and the Merger at the Company Axxxxx Stockholders’ Meeting (the “Company Board Recommendation”) Meeting, and (iii) neither the Board of Directors of the Company ADC or Parent Axxxxx nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendation of its respective Board of Directors that the respective stockholders of the Company ADC or Parent Axxxxx vote in favor of, in the case of the CompanyAxxxxx, the approval and adoption of this Agreement and the Merger, and, in the case of ParentADC, the Stock ADC Share Issuance. (d) The Company and Parent shall together (unless any action is specifically identified as the obligation of only one of the parties hereto) or pursuant to an allocation of responsibility to be agreed upon between them: (i) Parent shall promptly prepare and file with the Nasdaq Global Select Market and such other stock exchanges as shall be agreed upon listing applications covering the shares of Parent Common Stock issuable in the Merger and the shares of Parent Common Stock to be reserved for issuance upon the exercise, vesting, or payment under any Parent Exchange Option and use all commercially reasonable efforts to obtain, prior to the Effective Time, approval for the listing of such Parent Common Stock, subject only to official notice of issuance; (ii) cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein; and (iii) cooperate with each other in obtaining a written opinion of its respective legal counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in the case of the Company, and DLA Piper US LLP, in the case of Parent (“Tax Counsel”), in a form reasonably satisfactory to the Company and Parent, respectively (each such opinion, a “Tax Opinion”), dated as of the Effective Time, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and Parent and the Company each will be treated as a party to the reorganization within the meaning of Section 368(b) of the Code. Each of the Company, Parent and Merger Sub shall cooperate with each Tax Counsel and shall deliver to each Tax Counsel for purposes of each Tax Opinion customary representations and covenants, including those contained in certificates of the Company, Parent, Merger Sub and others, reasonably satisfactory in form and substance to each Tax Counsel. (e) Subject to the limitations contained in Section 5.3, the Company and Parent shall each furnish the other and to its counsel all such information as may be required in order to effect the foregoing actions, and each represents and warrants to the other that no information furnished by it in connection with such actions, or otherwise in connection with the consummation of the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in light of the circumstances under which it is so furnished, not misleading.

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. (b) Each of the Company Biogen and Parent IDEC shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, take all action necessary in accordance with applicable Laws Applicable Law and the Company Biogen Organizational Documents, in the case of the CompanyBiogen, and the Parent IDEC Organizational Documents, in the case of ParentIDEC, to duly give notice of, convene and hold a meeting of its stockholders, stockholders to be held as promptly as practicable to consider, in the case of ParentIDEC, the Share Issuance, the IDEC Charter Amendment and approval of the New IDEC Stock Issuance Plan (as defined in Section 8.3(n)) and the New IDEC Annual Bonus Plan (as defined in Section 8.3(m)) (the “Parent "IDEC Stockholders’ ' Meeting”") and, in the case of the CompanyBiogen, the adoption and approval of this Agreement and the Merger (the “Company "Biogen Stockholders’ ' Meeting”"), and shall use its reasonable best efforts to cause the Parent Stockholders’ Meeting and the Company Stockholders’ Meeting to be held on the same day. Subject to Section 5.4(d4.2(d), each of the Company Biogen and Parent IDEC will use all commercially reasonable efforts to solicit from its stockholders proxies in favor of, in the case of ParentIDEC, the Share Issuance, the IDEC Charter Amendment and approval of the New IDEC Stock IssuancePlan and the New IDEC Annual Bonus Plan, and, in the case of the CompanyBiogen, the adoption and approval of this Agreement and the Merger, and will take all other action necessary or advisable to secure the vote or consent of its stockholders, as applicable, stockholders required by the rules of the NYSE, the Nasdaq Global Select National Market or applicable Laws Applicable Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company Biogen or Parent IDEC may adjourn or postpone the Company Biogen Stockholders’ ' Meeting or Parent IDEC Stockholders’ ' Meeting, as the case may be, to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement is provided to its respective stockholders in advance of a vote on, in the case of ParentIDEC, the Share Issuance, the IDEC Charter Amendment and approval of the New IDEC Stock Issuance Plan and the New IDEC Annual Bonus Plan, and, in the case of the CompanyBiogen, the approval and adoption of this Agreement and the Merger, or, if, as of the time for which the Company Biogen Stockholders’ ' Meeting or Parent IDEC Stockholders’ ' Meeting, as the case may be, is originally scheduled, there are insufficient shares of the Company Biogen Common Stock or Parent IDEC Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Each of the Company Biogen and Parent IDEC shall ensure that the Company Biogen Stockholders’ ' Meeting and the Parent IDEC Stockholders’ ' Meeting, respectively, is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Biogen Stockholders’ ' Meeting or Parent IDEC Stockholders’ ' Meeting, as the case may be, are solicited in compliance with applicable LawsApplicable Law, the rules of the NYSE or the Nasdaq Global Select National Market and, in the case of the CompanyBiogen, the Company Biogen Organizational Documents, and, in the case of ParentIDEC, the Parent IDEC Organizational Documents. Except with respect to matters as to which preliminary proxy materials would not be required to be filed with the SEC, without Without the prior written consent of the CompanyBiogen, the Stock IssuanceIDEC Charter Amendment, an amendment to the Parent’s Certificate of Incorporation to increase the number of authorized shares of Parent Common Stock Share Issuance and an amendment to the Parent Option Plan to increase the number of shares available under such plan or the approval and adoption of a new plan the New IDEC Stock Plan and the New IDEC Annual Bonus Plan are the only matters which Parent IDEC shall propose to be acted on by Parent’s IDEC's stockholders at the Parent IDEC Stockholders’ ' Meeting; provided, that the approval of the Stock Issuance shall not be conditioned on approval of any matter other than the increase in the number of authorized shares of Parent Common Stock. Without the prior written consent of ParentIDEC, approval and adoption of this Agreement and the Merger are is the only matters matter which the Company Biogen shall propose to be acted on by the Company’s Biogen's stockholders at the Company Biogen Stockholders’ ' Meeting. (c) Each of Biogen and IDEC will use commercially reasonable efforts to hold the Biogen Stockholders' Meeting and IDEC Stockholders' Meeting, respectively, on the same date as the other party and as soon as reasonably practicable after the date of this Agreement. (d) Except to the extent expressly permitted by Section 5.4(d4.2(d): (i) the Board of Directors of each of the Company Biogen and Parent IDEC shall recommend that its stockholders vote in favor of, in the case of the CompanyBiogen, the approval and adoption of this Agreement and the Merger at the Company Biogen Stockholders’ ' Meeting, and, in the case of ParentIDEC, the Share Issuance, the IDEC Charter Amendment and approval and adoption of the New IDEC Stock Issuance Plan and the New IDEC Annual Bonus Plan at the Parent Stockholders MeetingIDEC Stockholders' Meetings, (ii) the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of (A) Parent IDEC has recommended that Parent’s IDEC's stockholders vote in favor of the Stock Share Issuance, the increase in IDEC Charter Amendment and approval and adoption of the number of authorized shares of Parent Common New IDEC Stock Plan and the amendment to New IDEC Annual Bonus Plan at the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan (the “Parent Board Recommendation”) IDEC Stockholders' Meeting and (B) the Company Biogen has recommended that the Company’s Biogen's stockholders vote in favor of approval and adoption of this Agreement and the Merger at the Company Biogen Stockholders’ Meeting (the “Company Board Recommendation”) ' Meeting, and (iii) neither the Board of Directors of the Company Biogen or Parent IDEC nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendation of its respective Board of Directors that the respective stockholders of the Company Biogen or Parent IDEC vote in favor of, in the case of the CompanyBiogen, the approval and adoption of this Agreement and the Merger, and, in the case of ParentIDEC, the Stock Share Issuance. (d) The Company , the IDEC Charter Amendment and Parent shall together (unless any action is specifically identified as the obligation of only one approval and adoption of the parties hereto) or pursuant to an allocation of responsibility to be agreed upon between them: (i) Parent shall promptly prepare and file with the Nasdaq Global Select Market and such other stock exchanges as shall be agreed upon listing applications covering the shares of Parent Common New IDEC Stock issuable in the Merger Plan and the shares of Parent Common Stock to be reserved for issuance upon the exercise, vesting, or payment under any Parent Exchange Option and use all commercially reasonable efforts to obtain, prior to the Effective Time, approval for the listing of such Parent Common Stock, subject only to official notice of issuance; (ii) cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein; and (iii) cooperate with each other in obtaining a written opinion of its respective legal counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in the case of the Company, and DLA Piper US LLP, in the case of Parent (“Tax Counsel”), in a form reasonably satisfactory to the Company and Parent, respectively (each such opinion, a “Tax Opinion”), dated as of the Effective Time, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and Parent and the Company each will be treated as a party to the reorganization within the meaning of Section 368(b) of the Code. Each of the Company, Parent and Merger Sub shall cooperate with each Tax Counsel and shall deliver to each Tax Counsel for purposes of each Tax Opinion customary representations and covenants, including those contained in certificates of the Company, Parent, Merger Sub and others, reasonably satisfactory in form and substance to each Tax CounselNew IDEC Annual Bonus Plan. (e) Subject to the limitations contained in Section 5.3, the Company and Parent shall each furnish the other and to its counsel all such information as may be required in order to effect the foregoing actions, and each represents and warrants to the other that no information furnished by it in connection with such actions, or otherwise in connection with the consummation of the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in light of the circumstances under which it is so furnished, not misleading.

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. (b) Each of the Company and Parent shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, take all action necessary in accordance with applicable Laws Applicable Law and the Company Organizational Documents, in the case of the Company, and the Parent Organizational Documents, in the case of Parent, to duly give notice of, convene and hold a meeting of its stockholders, to be held stockholders as promptly as practicable to consider, in the case of Parent, the Stock Issuance (the “"Parent Stockholders’ ' Meeting”") and, in the case of the Company, the adoption and approval of this Agreement and the Merger (the “"Company Stockholders’ ' Meeting”"). Unless there has been a Company Change of Recommendation (in the case of the Company) or Parent Change of Recommendation (in the case of Parent), and shall use its reasonable best efforts to cause as the Parent Stockholders’ Meeting and the Company Stockholders’ Meeting to be held on the same day. Subject to Section 5.4(d)case may be, each of the Company and Parent will use all commercially its reasonable best efforts to solicit from its stockholders proxies in favor of, in the case of Parent, the Stock Issuance, and, in the case of the Company, the adoption and approval of this Agreement and the Merger, and will take all other action necessary or advisable to secure the vote or consent of its stockholders, as applicable, stockholders required by the rules of the NYSE, the Nasdaq Global Select Market NYSE or applicable Laws Applicable Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company or Parent may adjourn or postpone the Company Stockholders’ ' Meeting or Parent Stockholders’ ' Meeting, as the case may be, to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement is provided to its respective stockholders in advance of a vote on, in the case of Parent, the Stock Issuance Issuance, and, in the case of the Company, the approval and adoption of this Agreement and the Merger, or, if, as of the time for which the Company Stockholders’ ' Meeting or Parent Stockholders’ ' Meeting, as the case may be, is originally scheduled, there are insufficient shares of the Company Common Stock or Parent Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Each Unless there has been a Company Change of Recommendation (in the case of the Company) or a Parent Change of Recommendation (in the case of Parent), each of the Company and Parent shall ensure that the Company Stockholders’ ' Meeting and the Parent Stockholders’ ' Meeting, respectively, is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Stockholders’ ' Meeting or Parent Stockholders’ ' Meeting, as the case may be, are solicited in compliance with applicable LawsApplicable Law, the rules of the NYSE or the Nasdaq Global Select Market and, in the case of the Company, the Company Organizational Documents, and, in the case of Parent, the Parent Organizational Documents. Except with respect to matters as to which preliminary proxy materials would not be required to be filed with the SEC, without the prior written consent of the Company, the Stock Issuance, an amendment to the Parent’s Certificate of Incorporation to increase the number of authorized shares of Parent Common Stock and an amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan are the only matters which Parent shall propose to be acted on by Parent’s stockholders at the Parent Stockholders’ Meeting; provided, that the approval of the Stock Issuance shall not be conditioned on approval of any matter other than the increase in the number of authorized shares of Parent Common Stock. Without the prior written consent of Parent, approval and adoption of this Agreement and the Merger are is the only matters matter which the Company shall propose to be acted on by the Company’s 's stockholders at the Company Stockholders’ ' Meeting. Without the prior written consent of the Company (not to be unreasonably withheld or delayed), approval of the Stock Issuance is the only matter which Parent shall propose to be acted on by Parent's stockholders at the Parent Stockholders' Meeting. (c) Except Unless there has been a Company Change of Recommendation (in the case of the Company) or a Parent Change of Recommendation (in the case of Parent), each of the Company and Parent will use its reasonable best efforts to hold the extent expressly permitted by Section 5.4(dCompany Stockholders' Meeting and Parent Stockholders' Meeting, respectively, on the same date as the other party and as soon as reasonably practicable after the date of this Agreement. (d) Unless there has been a Company Change of Recommendation (in the case of the Company) or a Parent Change of Recommendation (in the case of Parent): (i) the Board of Directors of each of the Company and Parent shall recommend that its stockholders vote in favor of, in the case of the Company, the approval and adoption of this Agreement and the Merger at the Company Stockholders’ ' Meeting, and, in the case of Parent, the Stock Issuance at the Parent Stockholders Stockholders' Meeting, (ii) the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of (A) Parent has recommended that Parent’s 's stockholders vote in favor of the Stock Issuance, Issuance at the increase in the number of authorized shares of Parent Common Stock and the amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan (the “Parent Board Recommendation”) Parents' Stockholder Meeting and (B) the Company has recommended that the Company’s 's stockholders vote in favor of approval and adoption of this Agreement and the Merger at the Company Stockholders’ ' Meeting (the “Company Board Recommendation”) and (iii) neither the Board of Directors of the Company or Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendation of its respective Board of Directors that the respective stockholders of the Company or Parent vote in favor of, in the case of the Company, the approval and adoption of this Agreement and the Merger, and, in the case of Parent, the Stock Issuance. (d) The Company and Parent shall together (unless any action is specifically identified as the obligation of only one of the parties hereto) or pursuant to an allocation of responsibility to be agreed upon between them: (i) Parent shall promptly prepare and file with the Nasdaq Global Select Market and such other stock exchanges as shall be agreed upon listing applications covering the shares of Parent Common Stock issuable in the Merger and the shares of Parent Common Stock to be reserved for issuance upon the exercise, vesting, or payment under any Parent Exchange Option and use all commercially reasonable efforts to obtain, prior to the Effective Time, approval for the listing of such Parent Common Stock, subject only to official notice of issuance; (ii) cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein; and (iii) cooperate with each other in obtaining a written opinion of its respective legal counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in the case of the Company, and DLA Piper US LLP, in the case of Parent (“Tax Counsel”), in a form reasonably satisfactory to the Company and Parent, respectively (each such opinion, a “Tax Opinion”), dated as of the Effective Time, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and Parent and the Company each will be treated as a party to the reorganization within the meaning of Section 368(b) of the Code. Each of the Company, Parent and Merger Sub shall cooperate with each Tax Counsel and shall deliver to each Tax Counsel for purposes of each Tax Opinion customary representations and covenants, including those contained in certificates of the Company, Parent, Merger Sub and others, reasonably satisfactory in form and substance to each Tax Counsel. (e) Subject to the limitations contained in Section 5.3, the Company and Parent shall each furnish the other and to its counsel all such information as may be required in order to effect the foregoing actions, and each represents and warrants to the other that no information furnished by it in connection with such actions, or otherwise in connection with the consummation of the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in light of the circumstances under which it is so furnished, not misleading.

Preparation of SEC Documents; Stockholders’ Meetings. (a) Registration Statement and Prospectus. (i) As soon promptly as practicable following the date hereof, and in any event within 30 Business Days following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Joint Proxy Statementprepare, and Parent shall prepare and file with the SEC SEC, the Form S-4Registration Statement, in which the Joint Proxy Statement will be included as a prospectusincluded. Each of Parent and the Company shall use commercially its reasonable best efforts to respond cause the Registration Statement and the Proxy Statement to any comments from comply with the SEC rules and regulations promulgated by the SEC, to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filingfiling and to keep the Registration Statement effective as long as is necessary to consummate the Merger. 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 Each 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 it as may reasonably be reasonably requested by the other party in connection with any such action. No filing of, or amendment or supplement to, actions and the Form S-4 or preparation of the Joint Proxy Statement and the Registration Statement. The Company will cause the Proxy Statement to 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 mailed to review and comment thereon. Parent will advise stockholders of the Company promptly after it receives the Registration Statement is declared effective under the Securities Act. (ii) All filings by the Company or Parent with the SEC in connection with the transactions contemplated hereby and all mailings to the stockholders of the Company in connection with the Merger shall be subject to the prior review and comment by the other party. (iii) Each of Parent and the Company shall (A) as promptly as practicable notify the other of (1) the receipt of any comments from the SEC and all other written correspondence and oral communications with the SEC relating to the Proxy Statement or written notice thereof, of the Registration Statement (including the time when the Form S-4 has become Registration Statement becomes effective or any supplement or amendment has been filed, and the issuance of any stop order, the order or suspension of the qualification qualifications of the Parent Common Stock issuable in connection with the Merger for offering or sale in Share Issuance) and (2) any jurisdiction, or any oral or written request by the SEC for any amendment of or supplements to 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 with respect thereto and will promptly provide the Company (B) supply each other with copies of (1) all correspondence between it or any written communication from of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Merger and (2) all Orders of the SEC relating to the Registration Statement. (iv) Each of Parent and the Company shall ensure that none of the information 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 securities commission. any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading and (B) the Proxy Statement will, at the date it is first mailed to the stockholders of the Company and at the time of the meeting of the stockholders of the Company (the “Company Stockholders’ 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. (v) 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, Parent or Merger Sub or any of their respective Affiliates, directors or officers or directors, should be is discovered by the Company, Parent or the Company Merger Sub, which should is required to be set forth in an amendment or supplement to any of the Form S-4 Proxy Statement or the Joint Proxy Registration Statement, so that any neither 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 the Company and the CompanyParent. (b) Each of The Company shall duly give notice of, convene and hold the Company and Parent shall, Stockholders’ Meeting as promptly as practicable after following the Form S-4 date the Registration Statement is declared effective under the Securities Act, take all action necessary in accordance with applicable Laws and for the purpose of seeking the Company Organizational DocumentsStockholder Approval and shall, in the case of the Companysubject to Section 7.3, and the Parent Organizational Documents, in the case of Parent, (i) recommend to duly give notice of, convene and hold a meeting of its stockholders, to be held as promptly as practicable to consider, in the case of Parent, the Stock Issuance (the “Parent Stockholders’ Meeting”) and, in the case of the Company, stockholders the adoption and approval of this Agreement and include in the Merger Proxy Statement such recommendation and (the “Company Stockholders’ Meeting”), and shall ii) use its reasonable best efforts to cause solicit such adoption and obtain the Parent Stockholders’ Meeting and Company Stockholder Approval. Once the Company Stockholders’ Meeting to be held on the same day. Subject to Section 5.4(d), each of the Company has been called and Parent will use all commercially reasonable efforts to solicit from its stockholders proxies in favor of, in the case of Parent, the Stock Issuance, and, in the case of the Company, the adoption and approval of this Agreement and the Merger, and will take all other action necessary or advisable to secure the vote or consent of its stockholders, as applicable, required by the rules of the NYSE, the Nasdaq Global Select Market or applicable Laws to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreementnoticed, the Company or Parent may shall not adjourn or postpone the Company Stockholders’ Meeting or without the consent of Parent Stockholders’ Meeting, as the case may be, other than (x) to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement is provided to its respective stockholders in advance of a vote on, in on the case of Parent, the Stock Issuance and, in the case of the Company, the approval and adoption of this Agreement and the MergerAgreement, or, or (y) if, as of the time for which the Company Stockholders’ Meeting or Parent Stockholders’ Meeting, as the case may be, is originally scheduled, there are insufficient shares of the Company Common Stock or Parent Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Each ; provided that in the case of either clause (x) or (y), the Company and Parent Stockholders’ Meeting shall only be adjourned or postponed for a minimum period of time reasonable under the circumstances (it being understood that any such adjournment or postponement shall not affect the Company’s obligation to hold the Company Stockholders’ Meeting as aforesaid). The Company shall ensure that the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting, respectively, is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Stockholders’ Meeting or Parent Stockholders’ Meeting, as the case may be, are solicited in compliance with applicable LawsLaw. Without limiting the generality of the foregoing, the rules of the NYSE or the Nasdaq Global Select Market and, in the case of the Company, the Company Organizational Documents, and, in the case of Parent, the Parent Organizational Documents. Except with respect ’s obligations pursuant to matters as to which preliminary proxy materials would not be required to be filed with the SEC, without the prior written consent of the Company, the Stock Issuance, an amendment to the Parent’s Certificate of Incorporation to increase the number of authorized shares of Parent Common Stock and an amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan are the only matters which Parent shall propose to be acted on by Parent’s stockholders at the Parent Stockholders’ Meeting; provided, that the approval of the Stock Issuance this Section 7.2(b) shall not be conditioned on approval affected by the commencement, public proposal, public disclosure or communication to the Company of any matter other than the increase in the number of authorized shares of Parent Common Stock. Without the prior written consent of ParentCompany Acquisition Proposal or by a Company Adverse Recommendation Change, approval and adoption of unless this Agreement and the Merger are the only matters which the Company shall propose to be acted on by the Company’s stockholders at the Company Stockholders’ Meetinghas been terminated in accordance with Section 9.1(d)(iii). (c) Except to the extent expressly permitted by Section 5.4(d): 7.3(e), (i) the Company Board of Directors of each of the Company and Parent shall recommend that its stockholders vote in favor of, in the case of the Company, the approval and adoption of this Agreement and the Merger at the Company Stockholders’ Meeting, and, in the case of Parent, the Stock Issuance at the Parent Stockholders Meeting, (ii) the Joint Proxy Statement shall include a statement to the effect that the Company Board of Directors of (A) Parent has recommended that Parent’s stockholders vote in favor of the Stock Issuance, the increase in the number of authorized shares of Parent Common Stock and the amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan (the “Parent Board Recommendation”) and (B) the Company has recommended that the Company’s stockholders of the Company vote in favor of approval of the Merger and the adoption of this Agreement and the Merger at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and (iii) neither the Company Board of Directors of the Company or Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other partyParent, the recommendation of its respective Board board of Directors directors that the respective stockholders of the Company or Parent vote in favor of, in the case of the Company, the approval and adoption of this Agreement and the Merger, and, in the case of Parent, the Stock IssuanceAgreement. (d) The Company and Parent shall together (unless any action is specifically identified as the obligation of only one of the parties hereto) or pursuant to an allocation of responsibility to be agreed upon between them: (i) Parent shall promptly prepare and file with the Nasdaq Global Select Market and such other stock exchanges as shall be agreed upon listing applications covering the shares of Parent Common Stock issuable in the Merger and the shares of Parent Common Stock to be reserved for issuance upon the exercise, vesting, or payment under any Parent Exchange Option and use all commercially reasonable efforts to obtain, prior to the Effective Time, approval for the listing of such Parent Common Stock, subject only to official notice of issuance; (ii) cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein; and (iii) cooperate with each other in obtaining a written opinion of its respective legal counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in the case of the Company, and DLA Piper US LLP, in the case of Parent (“Tax Counsel”), in a form reasonably satisfactory to the Company and Parent, respectively (each such opinion, a “Tax Opinion”), dated as of the Effective Time, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and Parent and the Company each will be treated as a party to the reorganization within the meaning of Section 368(b) of the Code. Each of the Company, Parent and Merger Sub shall cooperate with each Tax Counsel and shall deliver to each Tax Counsel for purposes of each Tax Opinion customary representations and covenants, including those contained in certificates of the Company, Parent, Merger Sub and others, reasonably satisfactory in form and substance to each Tax Counsel. (e) Subject to the limitations contained in Section 5.3, the Company and Parent shall each furnish the other and to its counsel all such information as may be required in order to effect the foregoing actions, and each represents and warrants to the other that no information furnished by it in connection with such actions, or otherwise in connection with the consummation of the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in light of the circumstances under which it is so furnished, not misleading.

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. (b) Each of the Company and Parent shall supply such information specifically for inclusion or incorporation by reference in (i) the Registration Statement necessary so that, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, the Registration Statement shall not 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, and (ii) the Joint Proxy Statement necessary so that, at the date it is first mailed to the Company’s stockholders or Parent’s stockholders or at the time of the Company Stockholders Meeting or the Parent Stockholders Meeting, the Joint Proxy Statement shall not 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. Each of the parties hereto shall use their best efforts so that the Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. (c) Each of the Company and Parent shall, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act, take all action necessary and in accordance with applicable Laws Law and the Company Organizational Documents, in the case of the Company, and the Parent Organizational Documents, in the case of Parent, to duly give notice of, convene and hold a meeting of its stockholders, to be held stockholders as promptly as practicable to consider, in the case of Parent, the Stock Share Issuance (the “Parent Stockholders’ Meeting”) and, in the case of the Company, the adoption and approval of this Agreement and the Merger (the “Company Stockholders’ Meeting”). Unless there has been a Company Change of Recommendation (in the case of the Company) or Parent Change of Recommendation (in the case of Parent), and shall use its reasonable best efforts to cause as the Parent Stockholders’ Meeting and the Company Stockholders’ Meeting to be held on the same day. Subject to Section 5.4(d)case may be, each of the Company and Parent will use all commercially its reasonable best efforts to solicit from its stockholders proxies in favor of, in the case of Parent, the Stock Share Issuance, and, in the case of the Company, the adoption and approval of this Agreement and the Merger, and will take all other action necessary or advisable to secure the vote or consent of its stockholders, as applicable, stockholders required by the rules of the NYSE, the Nasdaq Global Select Market or applicable Laws Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company or Parent may adjourn or postpone the Company Stockholders’ Meeting or Parent Stockholders’ Meeting, as the case may be, to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement is provided to its respective stockholders in advance of a vote on, in the case of Parent, the Stock Issuance Share Issuance, and, in the case of the Company, the approval and adoption of this Agreement and the Merger, or, if, as of the time for which the Company Stockholders’ Meeting or Parent Stockholders’ Meeting, as the case may be, is originally scheduled, there are insufficient shares of the Company Common Stock or Parent Common Stock, as the case may be, represented (either in person Person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Each Unless there has been a Company Adverse Recommendation Change (in the case of the Company) or a Parent Adverse Recommendation Change (in the case of Parent), each of the Company and Parent shall ensure that the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting, respectively, is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Stockholders’ Meeting or Parent Stockholders’ Meeting, as the case may be, are solicited in compliance with applicable LawsLaw, the rules of the NYSE or the Nasdaq Global Select Market and, in the case of the Company, the Company Organizational Documents, and, in the case of Parent, the Parent Organizational Documents. Except with respect to matters as to which preliminary proxy materials would not be required to be filed with the SEC, without the prior written consent of the Company, the Stock Issuance, an amendment to the Parent’s Certificate of Incorporation to increase the number of authorized shares of Parent Common Stock and an amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan are the only matters which Parent shall propose to be acted on by Parent’s stockholders at the Parent Stockholders’ Meeting; provided, that the approval of the Stock Issuance shall not be conditioned on approval of any matter other than the increase in the number of authorized shares of Parent Common Stock. Without the prior written consent of Parent, approval and adoption of this Agreement and the Merger are the only matters which the Company shall propose to be acted on by the Company’s stockholders at the Company Stockholders’ Meeting. Without the prior written consent of the Company (not to be unreasonably withheld or delayed), approval of the Share Issuance is the only matter which Parent shall propose to be acted on by Parent’s stockholders at the Parent Stockholders’ Meeting. (cd) Except Unless there has been a Company Change of Recommendation (in the case of the Company) or a Parent Change of Recommendation (in the case of Parent), each of the Company and Parent will use its reasonable best efforts to hold the extent expressly permitted by Section 5.4(dCompany Stockholders’ Meeting and Parent Stockholders’ Meeting, respectively, on the same date as the other party and as soon as reasonably practicable after the date of this Agreement. (e) Unless there has been a Company Change of Recommendation (in the case of the Company) or a Parent Change of Recommendation (in the case of Parent): (i) the Board of Directors of each of the Company and Parent shall recommend that its stockholders vote in favor of, in the case of the Company, the approval and adoption of this Agreement and the Merger at the Company Stockholders’ Meeting, and, in the case of Parent, the Stock Share Issuance at the Parent Stockholders Stockholders’ Meeting, (ii) the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of (A) Parent has recommended that Parent’s stockholders vote in favor of the Stock Issuance, Share Issuance at the increase in the number of authorized shares of Parent Common Stock and the amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan (the “Parent Board Recommendation”) Parents’ Stockholder Meeting and (B) the Company has recommended that the Company’s stockholders vote in favor of approval and adoption of this Agreement and the Merger at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and (iii) neither the Board of Directors of the Company or Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendation of its respective Board of Directors that the respective stockholders of the Company or Parent vote in favor of, in the case of the Company, the approval and adoption of this Agreement and the Merger, and, in the case of Parent, the Stock Share Issuance. (d) The Company and Parent shall together (unless any action is specifically identified as the obligation of only one of the parties hereto) or pursuant to an allocation of responsibility to be agreed upon between them: (i) Parent shall promptly prepare and file with the Nasdaq Global Select Market and such other stock exchanges as shall be agreed upon listing applications covering the shares of Parent Common Stock issuable in the Merger and the shares of Parent Common Stock to be reserved for issuance upon the exercise, vesting, or payment under any Parent Exchange Option and use all commercially reasonable efforts to obtain, prior to the Effective Time, approval for the listing of such Parent Common Stock, subject only to official notice of issuance; (ii) cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein; and (iii) cooperate with each other in obtaining a written opinion of its respective legal counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in the case of the Company, and DLA Piper US LLP, in the case of Parent (“Tax Counsel”), in a form reasonably satisfactory to the Company and Parent, respectively (each such opinion, a “Tax Opinion”), dated as of the Effective Time, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and Parent and the Company each will be treated as a party to the reorganization within the meaning of Section 368(b) of the Code. Each of the Company, Parent and Merger Sub shall cooperate with each Tax Counsel and shall deliver to each Tax Counsel for purposes of each Tax Opinion customary representations and covenants, including those contained in certificates of the Company, Parent, Merger Sub and others, reasonably satisfactory in form and substance to each Tax Counsel. (e) Subject to the limitations contained in Section 5.3, the Company and Parent shall each furnish the other and to its counsel all such information as may be required in order to effect the foregoing actions, and each represents and warrants to the other that no information furnished by it in connection with such actions, or otherwise in connection with the consummation of the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in light of the circumstances under which it is so furnished, not misleading.

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. (b) Each of the Company Biogen and Parent IDEC shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, take all action necessary in accordance with applicable Laws Applicable Law and the Company Biogen Organizational Documents, in the case of the CompanyBiogen, and the Parent IDEC Organizational Documents, in the case of ParentIDEC, to duly give notice of, convene and hold a meeting of its stockholders, stockholders to be held as promptly as practicable to consider, in the case of ParentIDEC, the Share Issuance, the IDEC Charter Amendment and approval of the New IDEC Stock Issuance Plan (as defined in Section 8.3(n)) and the New IDEC Annual Bonus Plan (as defined in Section 8.3(m)) (the “Parent IDEC Stockholders’ Meeting”) and, in the case of the CompanyBiogen, the adoption and approval of this Agreement and the Merger (the “Company Biogen Stockholders’ Meeting”), and shall use its reasonable best efforts to cause the Parent Stockholders’ Meeting and the Company Stockholders’ Meeting to be held on the same day. Subject to Section 5.4(d4.2(d), each of the Company Biogen and Parent IDEC will use all commercially reasonable efforts to solicit from its stockholders proxies in favor of, in the case of ParentIDEC, the Share Issuance, the IDEC Charter Amendment and approval of the New IDEC Stock IssuancePlan and the New IDEC Annual Bonus Plan, and, in the case of the CompanyBiogen, the adoption and approval of this Agreement and the Merger, and will take all other action necessary or advisable to secure the vote or consent of its stockholders, as applicable, stockholders required by the rules of the NYSE, the Nasdaq Global Select National Market or applicable Laws Applicable Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company Biogen or Parent IDEC may adjourn or postpone the Company Biogen Stockholders’ Meeting or Parent IDEC Stockholders’ Meeting, as the case may be, to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement is provided to its respective stockholders in advance of a vote on, in the case of ParentIDEC, the Share Issuance, the IDEC Charter Amendment and approval of the New IDEC Stock Issuance Plan and the New IDEC Annual Bonus Plan, and, in the case of the CompanyBiogen, the approval and adoption of this Agreement and the Merger, or, if, as of the time for which the Company Biogen Stockholders’ Meeting or Parent IDEC Stockholders’ Meeting, as the case may be, is originally scheduled, there are insufficient shares of the Company Biogen Common Stock or Parent IDEC Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Each of the Company Biogen and Parent IDEC shall ensure that the Company Biogen Stockholders’ Meeting and the Parent IDEC Stockholders’ Meeting, respectively, is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Biogen Stockholders’ Meeting or Parent IDEC Stockholders’ Meeting, as the case may be, are solicited in compliance with applicable LawsApplicable Law, the rules of the NYSE or the Nasdaq Global Select National Market and, in the case of the CompanyBiogen, the Company Biogen Organizational Documents, and, in the case of ParentIDEC, the Parent IDEC Organizational Documents. Except with respect to matters as to which preliminary proxy materials would not be required to be filed with the SEC, without Without the prior written consent of the CompanyBiogen, the Stock IssuanceIDEC Charter Amendment, an amendment to the Parent’s Certificate of Incorporation to increase the number of authorized shares of Parent Common Stock Share Issuance and an amendment to the Parent Option Plan to increase the number of shares available under such plan or the approval and adoption of a new plan the New IDEC Stock Plan and the New IDEC Annual Bonus Plan are the only matters which Parent IDEC shall propose to be acted on by ParentIDEC’s stockholders at the Parent IDEC Stockholders’ Meeting; provided, that the approval of the Stock Issuance shall not be conditioned on approval of any matter other than the increase in the number of authorized shares of Parent Common Stock. Without the prior written consent of ParentIDEC, approval and adoption of this Agreement and the Merger are is the only matters matter which the Company Biogen shall propose to be acted on by the CompanyBiogen’s stockholders at the Company Biogen Stockholders’ Meeting. (c) Each of Biogen and IDEC will use commercially reasonable efforts to hold the Biogen Stockholders’ Meeting and IDEC Stockholders’ Meeting, respectively, on the same date as the other party and as soon as reasonably practicable after the date of this Agreement. (d) Except to the extent expressly permitted by Section 5.4(d4.2(d): (i) the Board of Directors of each of the Company Biogen and Parent IDEC shall recommend that its stockholders vote in favor of, in the case of the CompanyBiogen, the approval and adoption of this Agreement and the Merger at the Company Biogen Stockholders’ Meeting, and, in the case of ParentIDEC, the Share Issuance, the IDEC Charter Amendment and approval and adoption of the New IDEC Stock Issuance Plan and the New IDEC Annual Bonus Plan at the Parent Stockholders MeetingIDEC Stockholders’ Meetings, (ii) the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of (A) Parent IDEC has recommended that ParentIDEC’s stockholders vote in favor of the Stock Share Issuance, the increase in IDEC Charter Amendment and approval and adoption of the number of authorized shares of Parent Common New IDEC Stock Plan and the amendment to New IDEC Annual Bonus Plan at the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan (the “Parent Board Recommendation”) IDEC Stockholders’ Meeting and (B) the Company Biogen has recommended that the CompanyBiogen’s stockholders vote in favor of approval and adoption of this Agreement and the Merger at the Company Biogen Stockholders’ Meeting (the “Company Board Recommendation”) Meeting, and (iii) neither the Board of Directors of the Company Biogen or Parent IDEC nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendation of its respective Board of Directors that the respective stockholders of the Company Biogen or Parent IDEC vote in favor of, in the case of the CompanyBiogen, the approval and adoption of this Agreement and the Merger, and, in the case of ParentIDEC, the Stock Share Issuance. (d) The Company , the IDEC Charter Amendment and Parent shall together (unless any action is specifically identified as the obligation of only one approval and adoption of the parties hereto) or pursuant to an allocation of responsibility to be agreed upon between them: (i) Parent shall promptly prepare and file with the Nasdaq Global Select Market and such other stock exchanges as shall be agreed upon listing applications covering the shares of Parent Common New IDEC Stock issuable in the Merger Plan and the shares of Parent Common Stock to be reserved for issuance upon the exercise, vesting, or payment under any Parent Exchange Option and use all commercially reasonable efforts to obtain, prior to the Effective Time, approval for the listing of such Parent Common Stock, subject only to official notice of issuance; (ii) cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein; and (iii) cooperate with each other in obtaining a written opinion of its respective legal counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in the case of the Company, and DLA Piper US LLP, in the case of Parent (“Tax Counsel”), in a form reasonably satisfactory to the Company and Parent, respectively (each such opinion, a “Tax Opinion”), dated as of the Effective Time, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and Parent and the Company each will be treated as a party to the reorganization within the meaning of Section 368(b) of the Code. Each of the Company, Parent and Merger Sub shall cooperate with each Tax Counsel and shall deliver to each Tax Counsel for purposes of each Tax Opinion customary representations and covenants, including those contained in certificates of the Company, Parent, Merger Sub and others, reasonably satisfactory in form and substance to each Tax CounselNew IDEC Annual Bonus Plan. (e) Subject to the limitations contained in Section 5.3, the Company and Parent shall each furnish the other and to its counsel all such information as may be required in order to effect the foregoing actions, and each represents and warrants to the other that no information furnished by it in connection with such actions, or otherwise in connection with the consummation of the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in light of the circumstances under which it is so furnished, not misleading.

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. (b) Each of the Company CDT and Parent Belden shall, as promptly as practicable promptlx xx xracticable after the Form S-4 is declared effective declarex xxxxctive under the Securities Act, take all action necessary in accordance with applicable Laws Applicable Law and the Company CDT Organizational Documents, in the case of the CompanyCDT, and the Parent Belden Organizational Documents, in the case of ParentBelden, to duly give notice nxxxxx of, convene and hold a meeting of its stockholders, stocxxxxxxrs to be held as promptly as practicable to consider, in the case of Parent, the Stock Issuance (the “Parent Stockholders’ Meeting”) and, in the case of the CompanyBelden, the adoption and approval of this Agreement and the Merger and xxx xlection of directors (the “Company "Belden Stockholders’ ' Meeting”"), and shall use its reasonable best efforts to cause and, in the Parent Stockholders’ Meeting case of CDT, the CDT Share Issuance and the Company CDT Charter Amendment (the "CDT Stockholders’ Meeting to be held on the same day' Meeting"). Subject to Section 5.4(d5.2(d), each of the Company CDT and Parent Belden will use all commercially reasonable efforts to solicit from its stockholders stxxxxxxders proxies in favor of, in the case of Parent, the Stock Issuance, and, in the case of the CompanyBelden, the adoption and approval of this Agreement and the MergerMerger and, xx xhe case of CDT, the CDT Share Issuance and the CDT Charter Amendment, and will take all other action reasonably necessary or advisable to secure the vote or consent of its stockholders, as applicable, stockholders required by the rules of the NYSE, the Nasdaq Global Select Market NYSE or applicable Laws Applicable Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company CDT or Parent Belden may adjourn or postpone the Company CDT Stockholders’ ' Meeting or Parent Stockholders’ Belden Xxxxxholders' Meeting, as the case may be, to the extent necessary to necessxxx xx ensure that any necessary supplement or amendment to the Joint Proxy Statement is provided to its respective stockholders in advance of a vote on, in the case of ParentBelden, the Stock Issuance and, in the case of the Company, the adoption and approval and adoption of this Agreement and the MergerMerger and, xx xhe case of CDT, the CDT Share Issuance and the CDT Charter Amendment, or, if, as of the time for which the Company CDT Stockholders’ ' Meeting or Parent Belden Stockholders’ ' Meeting, as the case may be, is originally scheduled, there are insufficient shares of the Company CDT Common Stock or Parent Belden Common Stock, as the case may be, represented (either in person or by xx xx proxy) to constitute a quorum necessary to conduct the business of such meeting. Each of the Company CDT and Parent Belden shall ensure that the Company CDT Stockholders’ ' Meeting and the Parent Stockholders’ Belden Xxxxxxolders' Meeting, respectively, is called, noticed, convenedconvenxx, held xxld and conducted, and that all proxies solicited in connection with the Company CDT Stockholders’ ' Meeting or Parent Belden Stockholders’ ' Meeting, as the case may be, are solicited in compliance comxxxxxxe with applicable LawsApplicable Law, the rules of the NYSE or the Nasdaq Global Select Market and, in the case of the CompanyCDT, the Company CDT Organizational Documents, and, in the case of ParentBelden, the Parent Belden Organizational Documents. Except with respect to matters as to which preliminary proxy materials would not be required to be filed with the SEC, without Without the prior written consent xxxxxnt of the CompanyXxxxxx, the Stock Issuance, an amendment to CDT Charter Amendment and the Parent’s Certificate of Incorporation to increase the number of authorized shares of Parent Common Stock and an amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan CDT Share Issuance are the only matters oxxx xxtters which Parent CDT shall propose to be acted on by Parent’s CDT's stockholders at the Parent CDT Stockholders’ ' Meeting; provided, that the approval of the Stock Issuance shall not be conditioned on approval of any matter other than the increase in the number of authorized shares of Parent Common Stock. Without the prior written consent of ParentCDT, the approval and adoption of this Agreement and the Merger and the election of directors are the only matters which the Company Belden shall propose to be acted on by the Company’s Belden's stockholders at the Company Belden Stockholders’ ' Meeting. (cx) Xxxx of CDT and Belden wilx xxx commercially reasonable efforts to hold the CDT Stockhxxxxxx' Meeting and Belden Stockholders' Meeting, respectively, on the same date as the otxxx xxrty and as soon as reasonably practicable after the date of this Agreement. (d) Except to the extent expressly permitted by Section 5.4(d5.2(d): (i) the Board of Directors of each of the Company Belden and Parent CDT shall recommend that its stockholders vote in favor of, in the case of the CompanyBelden, the approval and adoption of this Agreement and the Merger at the Company xxx Xxlden Stockholders’ ' Meeting, and, in the case of ParentCDT, the Stock Issuance CDT Share Ixxxxxxe and the CDT Charter Amendment at the Parent Stockholders CDT Stockholders' Meeting, (ii) the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of (A) Parent CDT has recommended that Parent’s CDT's stockholders vote in favor of the Stock Issuance, the increase in the number of authorized shares of Parent Common Stock CDT Share Issuance and the amendment to CDT Charter Amendment at the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan (the “Parent Board Recommendation”) CDT Stockholders' Meeting and (B) the Company Belden has recommended that the Company’s Belden's stockholders vote in favor of approval appxxxxx and adoption of this Agreement Axxxxxxxx and the Merger at the Company Belden Stockholders’ Meeting (the “Company Board Recommendation”) ' Meeting, and (iii) neither the Board of Directors of the Company xx XXT or Parent Belden nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendation of its respective Board of Directors that the respective stockholders of the Company CDT or Parent Belden vote in favor of, in the case of the CompanyBelden, the approval and adoption of adoptxxx xx this Agreement and the Merger, andanx, in xx the case of ParentCDT, the Stock Issuance. (d) The Company and Parent shall together (unless any action is specifically identified as the obligation of only one of the parties hereto) or pursuant to an allocation of responsibility to be agreed upon between them: (i) Parent shall promptly prepare and file with the Nasdaq Global Select Market and such other stock exchanges as shall be agreed upon listing applications covering the shares of Parent Common Stock issuable in the Merger CDT Share Issuance and the shares of Parent Common Stock to be reserved for issuance upon the exercise, vesting, or payment under any Parent Exchange Option and use all commercially reasonable efforts to obtain, prior to the Effective Time, approval for the listing of such Parent Common Stock, subject only to official notice of issuance; (ii) cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein; and (iii) cooperate with each other in obtaining a written opinion of its respective legal counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in the case of the Company, and DLA Piper US LLP, in the case of Parent (“Tax Counsel”), in a form reasonably satisfactory to the Company and Parent, respectively (each such opinion, a “Tax Opinion”), dated as of the Effective Time, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and Parent and the Company each will be treated as a party to the reorganization within the meaning of Section 368(b) of the Code. Each of the Company, Parent and Merger Sub shall cooperate with each Tax Counsel and shall deliver to each Tax Counsel for purposes of each Tax Opinion customary representations and covenants, including those contained in certificates of the Company, Parent, Merger Sub and others, reasonably satisfactory in form and substance to each Tax CounselCDT Charter Amendment. (e) Subject to the limitations contained in Section 5.3, the Company and Parent shall each furnish the other and to its counsel all such information as may be required in order to effect the foregoing actions, and each represents and warrants to the other that no information furnished by it in connection with such actions, or otherwise in connection with the consummation of the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in light of the circumstances under which it is so furnished, not misleading.

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. (b) Each of the Company CDT and Parent Xxxxxx shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, take all action necessary in accordance with applicable Laws Applicable Law and the Company CDT Organizational Documents, in the case of the CompanyCDT, and the Parent Xxxxxx Organizational Documents, in the case of ParentXxxxxx, to duly give notice of, convene and hold a meeting of its stockholders, stockholders to be held as promptly as practicable to consider, in the case of Parent, the Stock Issuance (the “Parent Stockholders’ Meeting”) and, in the case of the CompanyXxxxxx, the adoption and approval of this Agreement and the Merger and the election of directors (the “Company "Belden Stockholders’ ' Meeting”"), and shall use its reasonable best efforts to cause and, in the Parent Stockholders’ Meeting case of CDT, the CDT Share Issuance and the Company CDT Charter Amendment (the "CDT Stockholders’ Meeting to be held on the same day' Meeting"). Subject to Section 5.4(d5.2(d), each of the Company CDT and Parent Xxxxxx will use all commercially reasonable efforts to solicit from its stockholders proxies in favor of, in the case of Parent, the Stock Issuance, and, in the case of the CompanyXxxxxx, the adoption and approval of this Agreement and the MergerMerger and, in the case of CDT, the CDT Share Issuance and the CDT Charter Amendment, and will take all other action reasonably necessary or advisable to secure the vote or consent of its stockholders, as applicable, stockholders required by the rules of the NYSE, the Nasdaq Global Select Market NYSE or applicable Laws Applicable Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company CDT or Parent Xxxxxx may adjourn or postpone the Company CDT Stockholders’ ' Meeting or Parent Xxxxxx Stockholders’ ' Meeting, as the case may be, to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement is provided to its respective stockholders in advance of a vote on, in the case of ParentXxxxxx, the Stock Issuance adoption and approval of this Agreement and the Merger and, in the case of the CompanyCDT, the approval and adoption of this Agreement CDT Share Issuance and the MergerCDT Charter Amendment, or, if, as of the time for which the Company CDT Stockholders’ ' Meeting or Parent Belden Stockholders’ ' Meeting, as the case may be, is originally scheduled, there are insufficient shares of the Company CDT Common Stock or Parent Xxxxxx Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Each of the Company CDT and Parent Xxxxxx shall ensure that the Company CDT Stockholders’ ' Meeting and the Parent Xxxxxx Stockholders’ ' Meeting, respectively, is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company CDT Stockholders’ ' Meeting or Parent Xxxxxx Stockholders’ ' Meeting, as the case may be, are solicited in compliance with applicable LawsApplicable Law, the rules of the NYSE or the Nasdaq Global Select Market and, in the case of the CompanyCDT, the Company CDT Organizational Documents, and, in the case of ParentXxxxxx, the Parent Xxxxxx Organizational Documents. Except with respect to matters as to which preliminary proxy materials would not be required to be filed with the SEC, without Without the prior written consent of the CompanyXxxxxx, the Stock Issuance, an amendment to CDT Charter Amendment and the Parent’s Certificate of Incorporation to increase the number of authorized shares of Parent Common Stock and an amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan CDT Share Issuance are the only matters which Parent CDT shall propose to be acted on by Parent’s CDT's stockholders at the Parent CDT Stockholders’ ' Meeting; provided, that the approval of the Stock Issuance shall not be conditioned on approval of any matter other than the increase in the number of authorized shares of Parent Common Stock. Without the prior written consent of ParentCDT, the approval and adoption of this Agreement and the Merger and the election of directors are the only matters which the Company Belden shall propose to be acted on by the Company’s Xxxxxx'x stockholders at the Company Xxxxxx Stockholders’ ' Meeting. (c) Each of CDT and Xxxxxx will use commercially reasonable efforts to hold the CDT Stockholders' Meeting and Xxxxxx Stockholders' Meeting, respectively, on the same date as the other party and as soon as reasonably practicable after the date of this Agreement. (d) Except to the extent expressly permitted by Section 5.4(d5.2(d): (i) the Board of Directors of each of the Company Belden and Parent CDT shall recommend that its stockholders vote in favor of, in the case of the CompanyXxxxxx, the approval and adoption of this Agreement and the Merger at the Company Xxxxxx Stockholders’ ' Meeting, and, in the case of ParentCDT, the Stock CDT Share Issuance and the CDT Charter Amendment at the Parent Stockholders CDT Stockholders' Meeting, (ii) the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of (A) Parent CDT has recommended that Parent’s CDT's stockholders vote in favor of the Stock Issuance, the increase in the number of authorized shares of Parent Common Stock CDT Share Issuance and the amendment to CDT Charter Amendment at the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan (the “Parent Board Recommendation”) CDT Stockholders' Meeting and (B) the Company Xxxxxx has recommended that the Company’s Xxxxxx'x stockholders vote in favor of approval and adoption of this Agreement and the Merger at the Company Xxxxxx Stockholders’ Meeting (the “Company Board Recommendation”) ' Meeting, and (iii) neither the Board of Directors of the Company CDT or Parent Belden nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendation of its respective Board of Directors that the respective stockholders of the Company CDT or Parent Xxxxxx vote in favor of, in the case of the CompanyXxxxxx, the approval and adoption of this Agreement and the Merger, and, in the case of ParentCDT, the Stock Issuance. (d) The Company and Parent shall together (unless any action is specifically identified as the obligation of only one of the parties hereto) or pursuant to an allocation of responsibility to be agreed upon between them: (i) Parent shall promptly prepare and file with the Nasdaq Global Select Market and such other stock exchanges as shall be agreed upon listing applications covering the shares of Parent Common Stock issuable in the Merger CDT Share Issuance and the shares of Parent Common Stock to be reserved for issuance upon the exercise, vesting, or payment under any Parent Exchange Option and use all commercially reasonable efforts to obtain, prior to the Effective Time, approval for the listing of such Parent Common Stock, subject only to official notice of issuance; (ii) cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein; and (iii) cooperate with each other in obtaining a written opinion of its respective legal counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in the case of the Company, and DLA Piper US LLP, in the case of Parent (“Tax Counsel”), in a form reasonably satisfactory to the Company and Parent, respectively (each such opinion, a “Tax Opinion”), dated as of the Effective Time, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and Parent and the Company each will be treated as a party to the reorganization within the meaning of Section 368(b) of the Code. Each of the Company, Parent and Merger Sub shall cooperate with each Tax Counsel and shall deliver to each Tax Counsel for purposes of each Tax Opinion customary representations and covenants, including those contained in certificates of the Company, Parent, Merger Sub and others, reasonably satisfactory in form and substance to each Tax CounselCDT Charter Amendment. (e) Subject to the limitations contained in Section 5.3, the Company and Parent shall each furnish the other and to its counsel all such information as may be required in order to effect the foregoing actions, and each represents and warrants to the other that no information furnished by it in connection with such actions, or otherwise in connection with the consummation of the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in light of the circumstances under which it is so furnished, not misleading.

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. (b) Each of the Company PAETEC and Parent US LEC shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, take all action necessary in accordance with applicable Applicable Laws and the Company PAETEC Organizational Documents, in the case of the CompanyPAETEC, and Applicable Laws and the Parent US LEC Organizational Documents, in the case of ParentUS LEC, to duly give notice of, convene and hold a meeting of its their stockholders, respectively, to be held as promptly as practicable to consider, in the case of ParentUS LEC, the Stock Issuance adoption of this Agreement and approval of the transactions contemplated hereby, the Company Charter Amendment and the New Equity Plan (the “Parent US LEC Stockholders’ Meeting”) and, in the case of the CompanyPAETEC, the adoption and approval of this Agreement and the Merger approval of the transactions contemplated hereby (the “Company PAETEC Stockholders’ Meeting”). Subject to Section 4.2(d), each of PAETEC and US LEC shall use its reasonable best efforts to cause the Parent Stockholders’ Meeting and the Company Stockholders’ Meeting to be held on the same day. Subject to Section 5.4(d), each of the Company and Parent will use all commercially reasonable efforts to solicit from its stockholders their stockholders, respectively, proxies in favor of, in the case of Parent, the Stock Issuance, and, in the case of the CompanyUS LEC, the adoption and approval of this Agreement and the Mergerapproval of the transactions contemplated hereby, the Company Charter Amendment and the New Equity Plan, and will in the case of PAETEC, the adoption of this Agreement and the approval of the transactions contemplated hereby, and shall take all other action necessary or advisable to secure the vote or consent of its their stockholders, as applicablerespectively, required by Applicable Laws and, in the rules case of the NYSEUS LEC, the Nasdaq Global Select Market or applicable Laws NASDAQ Marketplace Rules, to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company PAETEC or Parent US LEC may adjourn or postpone the Company PAETEC Stockholders’ Meeting or Parent the US LEC Stockholders’ Meeting, as the case may be, to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement is provided to its their respective stockholders stockholders, in advance of a vote on, in the case of ParentUS LEC, the Stock Issuance and, in the case of the Company, the approval and adoption of this Agreement and the Mergerapproval of the transactions contemplated hereby, the Company Charter Amendment and the New Equity Plan, and in the case of PAETEC, the adoption of this Agreement and the approval of the transactions contemplated hereby, or, if, as of the time for which the Company PAETEC Stockholders’ Meeting or Parent the US LEC Stockholders’ Meeting, as the case may be, is originally scheduled, there are insufficient shares of the Company PAETEC Common Stock or Parent US LEC Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Each of the Company PAETEC and Parent US LEC shall ensure that the Company PAETEC Stockholders’ Meeting and the Parent US LEC Stockholders’ Meeting, respectively, is are called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company PAETEC Stockholders’ Meeting or Parent the US LEC Stockholders’ Meeting, as the case may be, are solicited in compliance with applicable Applicable Laws, the rules of the NYSE or the Nasdaq Global Select Market and, in the case of the CompanyPAETEC, the Company PAETEC Organizational Documents, and, in the case of ParentUS LEC, the Parent US LEC Organizational DocumentsDocuments and the NASDAQ Marketplace Rules. Except with respect to matters as to which preliminary proxy materials would not be required to be filed with the SEC, without Without the prior written consent of the CompanyPAETEC, the Stock Issuance, an amendment to the Parent’s Certificate of Incorporation to increase the number of authorized shares of Parent Common Stock and an amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan are this Agreement and the approval of the transactions contemplated hereby, the Company Charter Amendment and the New Equity Plan shall be the only matters which Parent US LEC shall propose to be acted on by ParentUS LEC’s stockholders at the Parent US LEC Stockholders’ Meeting; provided. Notwithstanding any other provision of this Agreement to the contrary, that the if US LEC is required under Applicable Laws to submit additional matters contemplated hereby to a vote of its stockholders, US LEC shall be authorized and required hereunder to submit approval of such matters to its stockholders, the Stock Issuance term “US LEC Stockholder Approval” as used herein shall not be conditioned on deemed to include reference to approval of such matters by a vote of US LEC’s stockholders, the term “US LEC Stockholders’ Meeting” as used herein shall be deemed to include reference to submission of such matters to a vote of US LEC’s stockholders, and any matter other than the increase in the number of authorized shares of Parent Common Stockrepresentation and warranty by US LEC herein with respect to stockholder votes or consents required to be obtained by US LEC shall be deemed to refer to such matters. Without the prior written consent of ParentUS LEC, approval and the adoption of this Agreement and the Merger are approval of the transactions contemplated hereby shall be the only matters which the Company PAETEC shall propose to be acted on by the Company’s stockholders at the Company Stockholders’ Meeting. (c) Except to the extent expressly permitted by Section 5.4(d): (i) the Board of Directors of each of the Company and Parent shall recommend that its stockholders vote in favor of, in the case of the Company, the approval and adoption of this Agreement and the Merger at the Company Stockholders’ Meeting, and, in the case of Parent, the Stock Issuance at the Parent Stockholders Meeting, (ii) the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of (A) Parent has recommended that Parent’s stockholders vote in favor of the Stock Issuance, the increase in the number of authorized shares of Parent Common Stock and the amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan (the “Parent Board Recommendation”) and (B) the Company has recommended that the Company’s stockholders vote in favor of approval and adoption of this Agreement and the Merger at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and (iii) neither the Board of Directors of the Company or Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendation of its respective Board of Directors that the respective stockholders of the Company or Parent vote in favor of, in the case of the Company, the approval and adoption of this Agreement and the Merger, and, in the case of Parent, the Stock Issuance. (d) The Company and Parent shall together (unless any action is specifically identified as the obligation of only one of the parties hereto) or pursuant to an allocation of responsibility to be agreed upon between them: (i) Parent shall promptly prepare and file with the Nasdaq Global Select Market and such other stock exchanges as shall be agreed upon listing applications covering the shares of Parent Common Stock issuable in the Merger and the shares of Parent Common Stock to be reserved for issuance upon the exercise, vesting, or payment under any Parent Exchange Option and use all commercially reasonable efforts to obtain, prior to the Effective Time, approval for the listing of such Parent Common Stock, subject only to official notice of issuance; (ii) cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein; and (iii) cooperate with each other in obtaining a written opinion of its respective legal counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in the case of the Company, and DLA Piper US LLP, in the case of Parent (“Tax Counsel”), in a form reasonably satisfactory to the Company and Parent, respectively (each such opinion, a “Tax Opinion”), dated as of the Effective Time, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and Parent and the Company each will be treated as a party to the reorganization within the meaning of Section 368(b) of the Code. Each of the Company, Parent and Merger Sub shall cooperate with each Tax Counsel and shall deliver to each Tax Counsel for purposes of each Tax Opinion customary representations and covenants, including those contained in certificates of the Company, Parent, Merger Sub and others, reasonably satisfactory in form and substance to each Tax Counsel. (e) Subject to the limitations contained in Section 5.3, the Company and Parent shall each furnish the other and to its counsel all such information as may be required in order to effect the foregoing actions, and each represents and warrants to the other that no information furnished by it in connection with such actions, or otherwise in connection with the consummation of the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in light of the circumstances under which it is so furnished, not misleading.be

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. (b) Each of the Company and Parent shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, take all action necessary in accordance with applicable Laws Applicable Law and the Company Organizational Documents, in the case of the Company, and the Parent Organizational Documents, in the case of Parent, to duly give notice of, convene and hold a meeting of its stockholders, to be held stockholders as promptly as practicable to consider, in the case of Parent, the Stock Issuance (the “"Parent Stockholders’ ' Meeting”") and, in the case of the Company, the adoption and approval of this Agreement and the Merger (the “"Company Stockholders’ ' Meeting”"). Unless there has been a Company Change of Recommendation (in the case of the Company) or Parent Change of Recommendation (in the case of Parent), and shall use its reasonable best efforts to cause as the Parent Stockholders’ Meeting and the Company Stockholders’ Meeting to be held on the same day. Subject to Section 5.4(d)case may be, each of the Company and Parent will use all commercially its reasonable best efforts to solicit from its stockholders proxies in favor of, in the case of Parent, the Stock Issuance, and, in the case of the Company, the adoption and approval of this Agreement and the Merger, and will take all other action necessary or advisable to secure the vote or consent of its stockholders, as applicable, stockholders required by the rules of the NYSE, the Nasdaq Global Select Market NYSE or applicable Laws Applicable Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company or Parent may adjourn or postpone the Company Stockholders’ ' Meeting or Parent Stockholders’ ' Meeting, as the case may be, to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement is provided to its respective stockholders in advance of a vote on, in the case of Parent, the Stock Issuance Issuance, and, in the case of the Company, the approval and adoption of this Agreement and the Merger, or, if, as of the time for which the Company Stockholders’ ' Meeting or Parent Stockholders’ ' Meeting, as the case may be, is originally scheduled, there are insufficient shares of the Company Common Stock or Parent Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Each Unless there has been a Company Change of Recommendation (in the case of the Company) or a Parent Change of Recommendation (in the case of Parent), each of the Company and Parent shall ensure that the Company Stockholders’ ' Meeting and the Parent Stockholders’ ' Meeting, respectively, is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Stockholders’ ' Meeting or Parent Stockholders’ ' Meeting, as the case may be, are solicited in compliance with applicable LawsApplicable Law, the rules of the NYSE or the Nasdaq Global Select Market and, in the case of the Company, the Company Organizational Documents, and, in the case of Parent, the Parent Organizational Documents. Except with respect to matters as to which preliminary proxy materials would not be required to be filed with the SEC, without the prior written consent of the Company, the Stock Issuance, an amendment to the Parent’s Certificate of Incorporation to increase the number of authorized shares of Parent Common Stock and an amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan are the only matters which Parent shall propose to be acted on by Parent’s stockholders at the Parent Stockholders’ Meeting; provided, that the approval of the Stock Issuance shall not be conditioned on approval of any matter other than the increase in the number of authorized shares of Parent Common Stock. Without the prior written consent of Parent, approval and adoption of this Agreement and the Merger are is the only matters matter which the Company shall propose to be acted on by the Company’s 's stockholders at the Company Stockholders’ ' Meeting. Without the prior written consent of the Company (not to be unreasonably withheld or delayed), approval of the Stock Issuance is the only matter which Parent shall propose to be acted on by Parent's stockholders at the Parent Stockholders' Meeting. (c) Except Unless there has been a Company Change of Recommendation (in the case of the Company) or a Parent Change of Recommendation (in the case of Parent), each of the Company and Parent will use its reasonable best efforts to hold the extent expressly permitted by Section 5.4(dCompany Stockholders' Meeting and Parent Stockholders' Meeting, respectively, on the same date as the other party and as soon as reasonably practicable after the date of this Agreement. (d) Unless there has been a Company Change of Recommendation (in the case of the Company) or a Parent Change of Recommendation (in the case of Parent): (i) the Board of Directors of each of the Company and Parent shall recommend that its stockholders vote in favor of, in the case of the Company, the approval and adoption of this Agreement and the Merger at the Company Stockholders’ ' Meeting, and, in the case of Parent, the Stock Issuance at the Parent Stockholders Stockholders' Meeting, (ii) the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of (A) Parent has recommended that Parent’s 's stockholders vote in favor of the Stock Issuance, Issuance at the increase in the number of authorized shares of Parent Common Stock and the amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan (the “Parent Board Recommendation”) Parents' Stockholder Meeting and (B) the Company has recommended that the Company’s 's stockholders vote in favor of approval and adoption of this Agreement and the Merger at the Company Stockholders’ ' Meeting (the “Company Board Recommendation”) and (iii) neither the Board of Directors of the Company or Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendation of its respective Board of Directors that the respective stockholders of the Company or Parent vote in favor of, in the case of the Company, the approval and adoption of this Agreement and the Merger, and, in the case of Parent, the Stock Issuance. (d) The Company and Parent shall together (unless any action is specifically identified as the obligation of only one of the parties hereto) or pursuant to an allocation of responsibility to be agreed upon between them: (i) Parent shall promptly prepare and file with the Nasdaq Global Select Market and such other stock exchanges as shall be agreed upon listing applications covering the shares of Parent Common Stock issuable in the Merger and the shares of Parent Common Stock to be reserved for issuance upon the exercise, vesting, or payment under any Parent Exchange Option and use all commercially reasonable efforts to obtain, prior to the Effective Time, approval for the listing of such Parent Common Stock, subject only to official notice of issuance; (ii) cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein; and (iii) cooperate with each other in obtaining a written opinion of its respective legal counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in the case of the Company, and DLA Piper US LLP, in the case of Parent (“Tax Counsel”), in a form reasonably satisfactory to the Company and Parent, respectively (each such opinion, a “Tax Opinion”), dated as of the Effective Time, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and Parent and the Company each will be treated as a party to the reorganization within the meaning of Section 368(b) of the Code. Each of the Company, Parent and Merger Sub shall cooperate with each Tax Counsel and shall deliver to each Tax Counsel for purposes of each Tax Opinion customary representations and covenants, including those contained in certificates of the Company, Parent, Merger Sub and others, reasonably satisfactory in form and substance to each Tax Counsel. (e) Subject to the limitations contained in Section 5.3, the Company and Parent shall each furnish the other and to its counsel all such information as may be required in order to effect the foregoing actions, and each represents and warrants to the other that no information furnished by it in connection with such actions, or otherwise in connection with the consummation of the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in light of the circumstances under which it is so furnished, not misleading.

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. (b) Each of the Company ADC and Parent Xxxxxx shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, take all action necessary in accordance with applicable Laws Applicable Law and the Company ADC Organizational Documents, in the case of the CompanyADC, and the Parent Xxxxxx Organizational Documents, in the case of ParentXxxxxx, to duly give notice of, convene and hold a meeting of its stockholders, stockholders to be held as promptly as practicable to consider, in the case of ParentXxxxxx, the Stock Issuance (the “Parent Stockholders’ Meeting”) and, in the case of the Company, the approval and adoption and approval of this Agreement and the Merger (the “Company Xxxxxx Stockholders’ Meeting”), and shall use its reasonable best efforts to cause and, in the Parent Stockholderscase of ADC, the ADC Share Issuance (the “ADC Shareholders’ Meeting and Meeting”). Except in the Company Stockholders’ Meeting to be held on the same day. Subject to case of a Change of Recommendation in accordance with Section 5.4(d)5.3, each of the Company ADC and Parent Xxxxxx will use all commercially reasonable efforts to solicit from its stockholders proxies in favor of, in the case of ParentXxxxxx, the Stock Issuance, approval and adoption of this Agreement and the Merger and, in the case of the CompanyADC, the adoption and approval of this Agreement and the MergerADC Share Issuance, and will take all other action reasonably necessary or advisable to secure the vote or consent of its stockholders, as applicable, stockholders required by the rules of the NYSE, the Nasdaq Global Select Market NASDAQ or applicable Laws Applicable Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company ADC or Parent may Xxxxxx xxx adjourn or postpone the Company StockholdersADC Shareholders’ Meeting or Parent Xxxxxx Stockholders’ Meeting, as the case may be, to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement is provided to its respective stockholders in advance of a vote on, in the case of ParentXxxxxx, the Stock Issuance adoption and approval of this Agreement and the Merger and, in the case of the CompanyADC, the approval and adoption of this Agreement and the MergerADC Share Issuance, or, if, as of the time for which the Company StockholdersADC Shareholders’ Meeting or Parent Xxxxxx Stockholders’ Meeting, as the case may be, is originally scheduled, there are insufficient shares of the Company ADC Common Stock or Parent Xxxxxx Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Each of the Company ADC and Parent Xxxxxx shall ensure use commercially reasonable efforts such that the Company StockholdersADC Shareholders’ Meeting and the Parent Xxxxxx Stockholders’ Meeting, respectively, is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company StockholdersADC Shareholders’ Meeting or Parent Xxxxxx Stockholders’ Meeting, as the case may be, are solicited in compliance with applicable LawsApplicable Law, the rules of the NYSE or the Nasdaq Global Select Market NASDAQ and, in the case of the CompanyADC, the Company ADC Organizational Documents, and, in the case of ParentXxxxxx, the Parent Xxxxxx Organizational Documents. Except with respect to matters as to which preliminary proxy materials would not be required to be filed with the SEC, without Without the prior written consent of the CompanyXxxxxx, the Stock Issuance, an amendment to the Parent’s Certificate of Incorporation to increase the number of authorized shares of Parent Common Stock and an amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan are ADC Share Issuance is the only matters matter which Parent ADC shall propose to be acted on by ParentADC’s stockholders shareholders at the Parent StockholdersADC Shareholders’ Meeting; provided, that the approval of the Stock Issuance shall not be conditioned on approval of any matter other than the increase in the number of authorized shares of Parent Common Stock. Without the prior written consent of ParentADC, the approval and adoption of this Agreement and the Merger are is the only matters matter which the Company Xxxxxx shall propose to be acted on by the CompanyAndrew’s stockholders at the Company Xxxxxx Stockholders’ Meeting. (c) Each of ADC and Xxxxxx will use commercially reasonable efforts to hold the ADC Shareholders’ Meeting and Xxxxxx Stockholders’ Meeting, respectively, on the same date as the other party and as soon as reasonably practicable after the date of this Agreement, subject to the requirements of Instruction D.3 to Schedule 14A (Rule 14a-101) promulgated under the Exchange Act. (d) Except to the extent expressly permitted by Section 5.4(d): 5.3: (i) the Board of Directors of each of the Company Xxxxxx and Parent ADC shall recommend that its stockholders vote in favor of, in the case of the CompanyXxxxxx, the approval and adoption of this Agreement and the Merger at the Company Xxxxxx Stockholders’ Meeting, and, in the case of ParentADC, the Stock ADC Share Issuance at the Parent Stockholders ADC Shareholders’ Meeting, (ii) the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of (A) Parent ADC has recommended that ParentADC’s stockholders shareholders vote in favor of the Stock Issuance, ADC Share Issuance at the increase in the number of authorized shares of Parent Common Stock and the amendment to the Parent Option Plan to increase the number of shares available under such plan or the adoption of a new plan (the “Parent Board Recommendation”) ADC Shareholders’ Meeting and (B) the Company Xxxxxx has recommended that the CompanyAndrew’s stockholders vote in favor of approval and adoption of this Agreement and the Merger at the Company Xxxxxx Stockholders’ Meeting (the “Company Board Recommendation”) Meeting, and (iii) neither the Board of Directors of the Company ADC or Parent Xxxxxx nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendation of its respective Board of Directors that the respective stockholders of the Company ADC or Parent Xxxxxx vote in favor of, in the case of the CompanyXxxxxx, the approval and adoption of this Agreement and the Merger, and, in the case of ParentADC, the Stock ADC Share Issuance. (d) The Company and Parent shall together (unless any action is specifically identified as the obligation of only one of the parties hereto) or pursuant to an allocation of responsibility to be agreed upon between them: (i) Parent shall promptly prepare and file with the Nasdaq Global Select Market and such other stock exchanges as shall be agreed upon listing applications covering the shares of Parent Common Stock issuable in the Merger and the shares of Parent Common Stock to be reserved for issuance upon the exercise, vesting, or payment under any Parent Exchange Option and use all commercially reasonable efforts to obtain, prior to the Effective Time, approval for the listing of such Parent Common Stock, subject only to official notice of issuance; (ii) cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein; and (iii) cooperate with each other in obtaining a written opinion of its respective legal counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in the case of the Company, and DLA Piper US LLP, in the case of Parent (“Tax Counsel”), in a form reasonably satisfactory to the Company and Parent, respectively (each such opinion, a “Tax Opinion”), dated as of the Effective Time, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and Parent and the Company each will be treated as a party to the reorganization within the meaning of Section 368(b) of the Code. Each of the Company, Parent and Merger Sub shall cooperate with each Tax Counsel and shall deliver to each Tax Counsel for purposes of each Tax Opinion customary representations and covenants, including those contained in certificates of the Company, Parent, Merger Sub and others, reasonably satisfactory in form and substance to each Tax Counsel. (e) Subject to the limitations contained in Section 5.3, the Company and Parent shall each furnish the other and to its counsel all such information as may be required in order to effect the foregoing actions, and each represents and warrants to the other that no information furnished by it in connection with such actions, or otherwise in connection with the consummation of the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in light of the circumstances under which it is so furnished, not misleading.