Common use of Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders Meetings Clause in Contracts

Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders Meetings. (a) As promptly as practicable after the execution of this Agreement, (i) DENTSPLY and Sirona shall jointly prepare and cause to be filed with the SEC, the Joint Proxy Statement to be sent to the shareholders of DENTSPLY and the shareholders of Sirona, as applicable, relating to the DENTSPLY Shareholders Meeting and the Sirona Shareholders Meeting and (ii) DENTSPLY and Sirona shall prepare and DENTSPLY shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the shares of DENTSPLY Common Stock to be issued in the Merger. Each of DENTSPLY and Sirona shall use its reasonable best efforts to have the Form S-4 declared effective as promptly as practicable after such filing (including by responding to comments of the SEC) and, prior to the effective date of the Form S-4, each of DENTSPLY and Sirona shall take all action reasonably required (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 in any such jurisdiction) to be taken under any applicable securities Laws in connection with the issuance of Sirona Common Stock. Each of DENTSPLY and Sirona shall furnish all information as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Joint Proxy Statement. As promptly as practicable after the Form S-4 shall have become effective, each of DENTSPLY and Sirona shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to its respective shareholders. No filing of, or amendment or supplement to, the Form S-4 will be made by DENTSPLY, and no filing of, or amendment or supplement to, the Joint Proxy Statement will be made by DENTSPLY or Sirona, in each case without providing the other party with a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to DENTSPLY or Sirona, or any of their respective affiliates, directors or officers, should be discovered by DENTSPLY or Sirona which should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement, so that either such document 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 that discovers such information shall promptly notify the other party 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 shareholders of DENTSPLY and the shareholders of Sirona. Each party shall notify the other party promptly of the time when the Form S-4 has become effective, and of the issuance of any stop order or suspension of the qualification of the shares of DENTSPLY Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. In addition, each party agrees to provide the other party and their respective counsel with copies of any written comments, and shall inform the other party of any oral comments, that such party or its counsel may receive from time to time from the SEC or its staff with respect to the Form S-4 or the Joint Proxy Statement promptly after receipt of such comments, and any written or oral responses thereto. Each party and their respective counsel shall be given a reasonable opportunity to review any such written responses and each party shall give due consideration to the additions, deletions or changes suggested thereto by the other party and their respective counsel.

Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders Meetings. (a) As promptly soon as practicable after following the execution date of this Agreement, (i) DENTSPLY Parent and Sirona the Company shall jointly prepare and cause to be filed with the SEC, the Joint Proxy Statement to be sent to the shareholders of DENTSPLY Statement, and the shareholders of Sirona, as applicable, relating to the DENTSPLY Shareholders Meeting and the Sirona Shareholders Meeting and (ii) DENTSPLY and Sirona Parent shall prepare and DENTSPLY shall file cause to be filed with the SEC the Form S-4S-4 with respect to the Parent Common Shares issuable in the Merger, in which the Joint Proxy Statement will shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of DENTSPLY Common Stock to be issued in the Merger. Each of DENTSPLY Parent and Sirona the Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments of the SEC) and, prior to the effective date of the Form S-4, each of DENTSPLY and Sirona shall take all action reasonably required (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 in any such jurisdiction) to be taken under any applicable securities Laws in connection with the issuance of Sirona Common Stockfiling. Each of DENTSPLY and Sirona shall furnish all information as may be reasonably requested by the other party in connection with any such action Parent and the preparationCompany shall, filing and distribution of the Form S-4 and the Joint Proxy Statement. As as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Joint Proxy Statement received from the SEC. Parent and the Company shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall have become effectivebe made without the approval of both Parent and the Company, each which approval shall not be unreasonably withheld, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of DENTSPLY approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; and Sirona provided, further, that this approval right shall not apply with respect to information relating to a Company Recommendation Change or a Parent Recommendation Change. The Company shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to its respective the Company’s shareholders. No filing of, or amendment or supplement to, the Form S-4 will be made by DENTSPLY, and no filing of, or amendment or supplement to, Parent shall use reasonable best efforts to cause the Joint Proxy Statement will to be made by DENTSPLY or Sironamailed to Parent’s shareholders, in each case without providing as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party shall advise the other party with a reasonable opportunity to review party, promptly after it receives 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 any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and comment thereonresponses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to DENTSPLY or Sironathe Company, Parent, or any of their respective affiliates, directors officers or officersdirectors, should be discovered by DENTSPLY the Company or Sirona which Parent that should be set forth in an amendment or supplement to either any of the Form S-4 or the Joint Proxy Statement, so that either any of such document 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 that which discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the shareholders of DENTSPLY the Company and the shareholders of Sirona. Each party shall notify the other party promptly of the time when the Form S-4 has become effective, and of the issuance of any stop order or suspension of the qualification of the shares of DENTSPLY Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. In addition, each party agrees to provide the other party and their respective counsel with copies of any written comments, and shall inform the other party of any oral comments, that such party or its counsel may receive from time to time from the SEC or its staff with respect to the Form S-4 or the Joint Proxy Statement promptly after receipt of such comments, and any written or oral responses thereto. Each party and their respective counsel shall be given a reasonable opportunity to review any such written responses and each party shall give due consideration to the additions, deletions or changes suggested thereto by the other party and their respective counselParent.

Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders Meetings. (a) As promptly soon as practicable after following the execution date of this Agreement, (i) DENTSPLY CEI and Sirona NU shall jointly prepare and cause to be filed file with the SEC, SEC the Joint Proxy Statement to be sent to the shareholders of DENTSPLY and CEI, NU and the shareholders of Sirona, as applicable, relating to the DENTSPLY Shareholders Meeting and the Sirona Shareholders Meeting and (ii) DENTSPLY and Sirona Company shall prepare and DENTSPLY shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the shares of DENTSPLY Common Stock to be issued in the Merger. Each of DENTSPLY CEI, NU and Sirona the Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments of the SEC) and, prior to the effective date of the Form S-4, each of DENTSPLY and Sirona shall take filing. NU will use all action reasonably required (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 in any such jurisdiction) to be taken under any applicable securities Laws in connection with the issuance of Sirona Common Stock. Each of DENTSPLY and Sirona shall furnish all information as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Joint Proxy Statement. As promptly as practicable after the Form S-4 shall have become effective, each of DENTSPLY and Sirona shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the NU Shareholders, and CEI will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the CEI Shareholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto shall also take any action (other than qualifying to do business in any jurisdiction in which such party is not already so qualified) required to be taken under any applicable state or provincial securities laws in connection with the issuance of Company Common Stock in the Mergers and each party shall furnish all information concerning itself and its respective shareholdersshareholders as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 will be made by DENTSPLY, and no filing of, or amendment or supplement to, the Joint Proxy Statement will be made by DENTSPLY or Sirona, in each case without providing the approval of all parties hereto. Each party will advise the other party parties, promptly after it receives 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 Company Common Stock issuable in connection with a reasonable opportunity to review the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and comment thereonresponses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to DENTSPLY NU or SironaCEI, or any of their respective affiliates, trustees, directors or officers, should be is discovered by DENTSPLY or Sirona which that should be set forth in an amendment or supplement to either any of the Form S-4 or the Joint Proxy Statement, so that either any of such document 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 that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the shareholders of DENTSPLY NU Shareholders and the shareholders of Sirona. Each party shall notify the other party promptly of the time when the Form S-4 has become effective, and of the issuance of any stop order or suspension of the qualification of the shares of DENTSPLY Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. In addition, each party agrees to provide the other party and their respective counsel with copies of any written comments, and shall inform the other party of any oral comments, that such party or its counsel may receive from time to time from the SEC or its staff with respect to the Form S-4 or the Joint Proxy Statement promptly after receipt of such comments, and any written or oral responses thereto. Each party and their respective counsel shall be given a reasonable opportunity to review any such written responses and each party shall give due consideration to the additions, deletions or changes suggested thereto by the other party and their respective counselCEI Shareholders.

Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders Meetings. (a) As promptly as practicable after the execution of this Agreement, (i) DENTSPLY Holdings and Sirona AmSurg shall jointly prepare and cause to be filed with the SEC, the Joint Proxy Statement to be sent to the shareholders stockholders of DENTSPLY Holdings and the shareholders of Sirona, as applicable, AmSurg relating to the DENTSPLY Shareholders Holdings Stockholders Meeting and the Sirona AmSurg Shareholders Meeting Meeting, respectively, and (ii) DENTSPLY Holdings and Sirona AmSurg shall prepare and DENTSPLY AmSurg and New Amethyst shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the shares of DENTSPLY New Amethyst Common Stock to be issued in the MergerMergers and the shares of New Amethyst Series A-1 Preferred Stock to be issued in Merger 1. Each of DENTSPLY Holdings, AmSurg and Sirona New Amethyst shall use its reasonable best efforts to have cause the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments of the SEC) and, prior to the effective date of the Form S-4, each of DENTSPLY Holdings, AmSurg and Sirona New Amethyst shall take all action reasonably required (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 in any such jurisdiction) to be taken under any applicable securities Laws in connection with the issuance of Sirona AmSurg Common Stock, New Amethyst Common Stock and New Amethyst Series A-1 Preferred Stock. Each of DENTSPLY Holdings and Sirona AmSurg shall furnish all information as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Joint Proxy Statement. As promptly as practicable after the Form S-4 shall have become effective, each of DENTSPLY Holdings and Sirona AmSurg shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to its respective stockholders or shareholders, as applicable. No filing of, or amendment or supplement to, the Form S-4 will be made by DENTSPLYAmSurg or New Amethyst, and no filing of, or amendment or supplement to, the Joint Proxy Statement will be made by DENTSPLY Holdings or SironaAmSurg, in each case without providing the other party with a reasonable opportunity to review and comment thereon. If at any time prior to the Merger 1 Effective Time any information relating to DENTSPLY Holdings or SironaAmSurg, or any of their respective affiliates, directors or officers, should be discovered by DENTSPLY Holdings, AmSurg or Sirona New Amethyst which should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement, so that either such document would not include contain any misstatement statement which, at the time and in the light of a the circumstances under which it is made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not false or misleading, the party that discovers such information shall promptly notify the other party 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 shareholders stockholders of DENTSPLY Holdings and the shareholders of SironaAmSurg. Each party AmSurg shall notify the other party Holdings promptly of the time when the Form S-4 has become effective, and of the issuance of any stop order or suspension of the qualification of the shares of DENTSPLY New Amethyst Common Stock issuable in connection with the Mergers and the shares of New Amethyst Series A-1 Preferred Stock issuable in connection with Merger 1 for offering or sale in any jurisdiction. In addition, each party agrees to provide the other party and their respective counsel with copies of any written comments, and shall inform the other party of any oral comments, that such party or its counsel may receive from time to time from the SEC or its staff with respect to the Form S-4 or the Joint Proxy Statement promptly after receipt of such comments, and any written or oral responses thereto. Each party and their respective counsel shall be given a reasonable opportunity to review any such written responses and each party shall give due consideration to the additions, deletions or changes suggested thereto by the other party and their respective counsel. Each party shall use its reasonable best efforts to ensure that all proxies solicited in connection with the Holdings Stockholders Meeting and the AmSurg Shareholders Meeting are solicited in compliance with the DGCL, the rules of the NYSE, the Holdings Charter and the Holdings Bylaws, in the case of Holdings, and the TBCA, the rules of the NASDAQ, the AmSurg Charter and the AmSurg Bylaws, in the case of AmSurg.

Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders Meetings. (a) As promptly soon as practicable after following the execution date of this Agreement, (i) DENTSPLY the Company and Sirona Parent shall jointly prepare and cause to be filed file with the SEC, SEC the Joint Proxy Statement to be sent to the shareholders of DENTSPLY in preliminary form and the shareholders of Sirona, as applicable, relating to the DENTSPLY Shareholders Meeting and the Sirona Shareholders Meeting and (ii) DENTSPLY and Sirona Parent shall prepare and DENTSPLY shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act and each of the shares Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of DENTSPLY Common Stock to be issued in the MergerSEC with respect thereto. Each of DENTSPLY the Company and Sirona Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing (including by responding filing. The Company shall use reasonable best efforts to comments of cause the SEC) and, prior Joint Proxy Statement to be mailed to the effective date of Company’s shareholders, and Parent shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Parent’s shareholders, in each as promptly as practicable after the Form S-4, each of DENTSPLY and Sirona S-4 is declared effective under the Securities Act. Parent shall also take all any action reasonably required (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 in any such jurisdictionqualified) required to be taken under any applicable state securities Laws or “blue sky” laws in connection with the issuance of Sirona Parent Common Stock. Each of DENTSPLY Stock and Sirona Parent Rights in the Merger and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Plans as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Joint Proxy Statementaction. As promptly as practicable after the Form S-4 shall have become effective, each of DENTSPLY and Sirona shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to its respective shareholders. No filing of, or amendment or supplement to, the Form S-4 will be made by DENTSPLY, and no filing of, or amendment or supplement to, the Joint Proxy Statement will be made by DENTSPLY or Sirona, in each case without providing the other party with a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to DENTSPLY or Sirona, or any of their respective affiliates, directors or officers, should be discovered by DENTSPLY or Sirona which should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement, so that either such document 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 that discovers such information shall promptly notify the other party 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 shareholders of DENTSPLY and the shareholders of Sirona. Each party The parties shall notify the each other party promptly of the time when the Form S-4 has become effective, and of the issuance receipt of any stop order or suspension of the qualification of the shares of DENTSPLY Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. In addition, each party agrees to provide the other party and their respective counsel with copies of any written comments, and shall inform the other party of any oral comments, that such party or its counsel may receive from time to time comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Joint Proxy Statement promptly after receipt of such comments, and any written or oral responses thereto. Each party and their respective counsel shall be given a reasonable opportunity to review any such written responses and each party shall give due consideration to the additions, deletions or changes suggested thereto by the other party and their respective counselMerger.

Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders Meetings. (a) As promptly soon as practicable after following the execution date of this Agreement, (i) DENTSPLY Progress and Sirona Duke shall jointly prepare and cause to be filed file with the SEC, SEC the Joint Proxy Statement to be sent to the shareholders of DENTSPLY and the shareholders of Sirona, as applicable, relating to the DENTSPLY Shareholders Meeting and the Sirona Shareholders Meeting and (ii) DENTSPLY and Sirona Duke shall prepare and DENTSPLY shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included included. The Joint Proxy Statement and Form S-4 shall comply as a prospectus, to form in connection all material respects with the registration under applicable provisions of the Securities Act of and the shares of DENTSPLY Common Stock to be issued in Exchange Act and the Mergerrules and regulations thereunder. Each of DENTSPLY and Sirona Duke shall use its reasonable best efforts efforts, and Progress will reasonably cooperate with Duke in such efforts, to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing (including by responding and to comments of the SEC) and, prior to the effective date of the Form S-4, each of DENTSPLY and Sirona shall take all action reasonably required (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 in any such jurisdiction) to be taken under any applicable securities Laws in connection with the issuance of Sirona Common Stock. Each of DENTSPLY and Sirona shall furnish all information as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of keep the Form S-4 effective as long as necessary to consummate the Merger and the Joint Proxy Statementother transactions contemplated hereby. As promptly as practicable after the Form S-4 shall have become effective, each of DENTSPLY and Sirona shall Progress will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to its respective Progress’s shareholders. No filing of, or amendment or supplement to, the Form S-4 will be made by DENTSPLY, and no filing of, or amendment or supplement to, Duke will use its reasonable best efforts to cause the Joint Proxy Statement will to be made by DENTSPLY or Sironamailed to Duke’s shareholders, in each case without providing the other party with a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to DENTSPLY or Sirona, or any of their respective affiliates, directors or officers, should be discovered by DENTSPLY or Sirona which should be set forth in an amendment or supplement to either as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Duke shall also take any action required to be taken by it under any applicable state or the Joint Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, provincial securities laws in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed connection with the SEC and, to issuance of Duke Common Stock in the extent required by Law, disseminated to the Merger and each party shall furnish all information concerning itself and its shareholders of DENTSPLY and the shareholders of Sironaas may be reasonably requested in connection with any such action. Each party shall notify will advise the other party others, promptly after it receives notice thereof, of the time when the Form S-4 has become effectiveeffective or any supplement or amendment has been filed, and of the issuance of any stop order or order, the suspension of the qualification of the shares of DENTSPLY Duke Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. In addition, each party agrees to provide the other party and their respective counsel with copies of or any written comments, and shall inform the other party of any oral comments, that such party or its counsel may receive from time to time from request by the SEC for amendment of the Joint Proxy Statement or its staff with respect to the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If prior to the Effective Time any event occurs with respect to Progress, Duke or any subsidiary of Progress or Duke, respectively, or any change occurs with respect to information supplied by or on behalf of Progress or Duke, respectively, for inclusion in the Joint Proxy Statement or the Form S-4 that, in each case, is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, Progress or Duke, as applicable, shall promptly after receipt notify the other of such commentsevent, and Progress or Duke, as applicable, shall cooperate with the other in the prompt filing with the SEC of any written necessary amendment or oral responses thereto. Each party supplement to the Joint Proxy Statement and their respective counsel the Form S-4 and, as required by law, in disseminating the information contained in such amendment or supplement to Progress’s shareholders and to Duke’s shareholders; provided that no amendment or supplement to the Joint Proxy Statement or the Form S-4 shall be given filed by either party, and no material correspondence with the SEC shall be made by either party, without providing the other party a reasonable opportunity to review any such written responses and each party shall give due consideration to the additions, deletions or changes suggested thereto by the other party and their respective counselcomment thereon.

Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders Meetings. (a) As promptly as practicable after the execution of this Agreement, (i) DENTSPLY Cardinal and Sirona Sarg shall jointly prepare and cause to be filed with the SEC, the Joint Proxy Statement to be sent to the shareholders of DENTSPLY Cardinal and the shareholders stockholders of SironaSarg, as applicable, relating to the DENTSPLY Cardinal Shareholders Meeting and the Sirona Shareholders Meeting and Sarg Stockholders Meeting, (ii) DENTSPLY Sarg shall prepare, with reasonable cooperation from Cardinal, and Sirona shall prepare and DENTSPLY Sarg shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the shares of DENTSPLY Sarg Common Stock to be issued in the MergerMerger and (iii) and in no event later than the fifth Business Day following the date of this Agreement, each of Cardinal and Sarg shall commence a “broker search” in accordance with Rule 14a-13 of the Exchange Act. Each of DENTSPLY Cardinal and Sirona Sarg shall use its reasonable best efforts to have the Form S-4 declared effective as promptly as practicable after such filing (including by responding to comments of the SEC) and, prior to the effective date of the Form S-4, each of DENTSPLY Cardinal and Sirona Sarg shall take all action reasonably required (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 in any such jurisdiction) to be taken under any applicable securities Laws in connection with the issuance of Sirona Sarg Common StockStock in connection with the Merger. Each of DENTSPLY Cardinal and Sirona Sarg shall furnish all information as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Joint Proxy Statement. As promptly as practicable after the Form S-4 shall have become effective, each of DENTSPLY Cardinal and Sirona Sarg shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to its respective shareholders. No filing of, or amendment or supplement to, the Form S-4 will be made by DENTSPLYSarg, and no filing of, or amendment or supplement to, the Joint Proxy Statement will be made by DENTSPLY Cardinal or SironaSarg, in each case case, without providing the other party with a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to DENTSPLY Cardinal or SironaSarg, or any of their respective affiliates, directors or officers, should be discovered by DENTSPLY Cardinal or Sirona Sarg which should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement, so that either such document 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 that discovers such information shall promptly notify the other party 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 shareholders of DENTSPLY Cardinal and the shareholders stockholders of SironaSarg, as applicable; provided, however, that the delivery of such notice and the filing of any such amendment or supplement shall not affect or be deemed to modify any representation or warranty made by any party hereunder (except for the representations and warranties set forth in Section 3.7 or Section 4.7, as applicable) or otherwise affect the remedies available hereunder to any party. Except for the purpose of disclosing either a Sarg Adverse Recommendation Change or Cardinal Adverse Recommendation Change, as the case may be, no amendment or supplement to the Form S-4 or the Joint Proxy Statement, nor any response to any comments or inquiry from the SEC with respect to such filings, will be made by Sarg or Cardinal without the approval of the other party, which approval shall not be unreasonably withheld, delayed or conditioned. Each party shall notify the other party promptly of the time when the Form S-4 has become effective, and of the issuance of any stop order or suspension of the qualification of the shares of DENTSPLY Sarg Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. In addition, each party agrees to provide the other party and their respective counsel with copies of any written comments, and shall inform the other party of any oral comments, that such party or its counsel may receive from time to time from the SEC or its staff with respect to the Form S-4 or the Joint Proxy Statement promptly after receipt of such comments, and any written or oral responses thereto. Each party and their respective counsel shall be given a reasonable opportunity to review any such written responses and each party shall give due consideration to the additions, deletions or changes suggested thereto by the other party and their respective counsel.

Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders Meetings. (a) As promptly soon as practicable after following the execution date of this Agreement, (i) DENTSPLY the Company and Sirona Parent shall jointly prepare and cause to be filed file with the SEC, SEC the Joint Proxy Statement to be sent to the shareholders of DENTSPLY in preliminary form and the shareholders of Sirona, as applicable, relating to the DENTSPLY Shareholders Meeting and the Sirona Shareholders Meeting and (ii) DENTSPLY and Sirona Parent shall prepare and DENTSPLY shall file with the SEC the Form S-4S- 4, in which the Joint Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act and each of the shares Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of DENTSPLY Common Stock to be issued in the MergerSEC with respect thereto. Each of DENTSPLY the Company and Sirona Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing (including by responding filing. The Company shall use reasonable best efforts to comments of cause the SEC) and, prior Joint Proxy Statement to be mailed to the effective date of Company’s shareholders, and Parent shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Parent’s shareholders, in each as promptly as practicable after the Form S-4, each of DENTSPLY and Sirona S-4 is declared effective under the Securities Act. Parent shall also take all any action reasonably required (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 in any such jurisdictionqualified) required to be taken under any applicable state securities Laws or “blue sky” laws in connection with the issuance of Sirona Parent Common Stock. Each of DENTSPLY Stock and Sirona Parent Rights in the Merger and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Plans as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Joint Proxy Statementaction. As promptly as practicable after the Form S-4 shall have become effective, each of DENTSPLY and Sirona shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to its respective shareholders. No filing of, or amendment or supplement to, the Form S-4 will be made by DENTSPLY, and no filing of, or amendment or supplement to, the Joint Proxy Statement will be made by DENTSPLY or Sirona, in each case without providing the other party with a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to DENTSPLY or Sirona, or any of their respective affiliates, directors or officers, should be discovered by DENTSPLY or Sirona which should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement, so that either such document 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 that discovers such information shall promptly notify the other party 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 shareholders of DENTSPLY and the shareholders of Sirona. Each party The parties shall notify the each other party promptly of the time when the Form S-4 has become effective, and of the issuance receipt of any stop order or suspension of the qualification of the shares of DENTSPLY Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. In addition, each party agrees to provide the other party and their respective counsel with copies of any written comments, and shall inform the other party of any oral comments, that such party or its counsel may receive from time to time comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Joint Proxy Statement promptly after receipt of such comments, and any written or oral responses thereto. Each party and their respective counsel shall be given a reasonable opportunity to review any such written responses and each party shall give due consideration to the additions, deletions or changes suggested thereto by the other party and their respective counselMerger.

Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders Meetings. (a) As promptly soon as practicable after following the execution date of this Agreement, (i) DENTSPLY Cinergy and Sirona Duke shall jointly prepare and cause to be filed file with the SEC, SEC the Joint Proxy Statement to be sent to the shareholders of DENTSPLY and Cinergy, Duke and the shareholders of Sirona, as applicable, relating to the DENTSPLY Shareholders Meeting and the Sirona Shareholders Meeting and (ii) DENTSPLY and Sirona Company shall prepare and DENTSPLY shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the shares of DENTSPLY Common Stock to be issued in the Mergerincluded. Each of DENTSPLY Cinergy, Duke and Sirona the Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments of the SEC) and, prior to the effective date of the Form S-4, each of DENTSPLY and Sirona shall take all action reasonably required (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 in any such jurisdiction) to be taken under any applicable securities Laws in connection with the issuance of Sirona Common Stockfiling. Each of DENTSPLY and Sirona shall furnish all information as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Joint Proxy Statement. As promptly as practicable after the Form S-4 shall have become effective, each of DENTSPLY and Sirona shall Cinergy will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to its respective Cinergy’s shareholders. No filing of, or amendment or supplement to, the Form S-4 will be made by DENTSPLY, and no filing of, or amendment or supplement to, Duke will use its reasonable best efforts to cause the Joint Proxy Statement will to be made by DENTSPLY or Sironamailed to Duke’s shareholders, in each case without providing the other party with a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to DENTSPLY or Sirona, or any of their respective affiliates, directors or officers, should be discovered by DENTSPLY or Sirona which should be set forth in an amendment or supplement to either as promptly as practicable after the Form S-4 or S-4is declared effective under the Joint Proxy Statement, so that either such document 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 that discovers such information shall promptly notify the other party 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 shareholders of DENTSPLY and the shareholders of SironaSecurities Act. Each party hereto shall notify also take any action required to be taken under any applicable state or provincial securities laws in connection with the other issuance of Company Common Stock in the Mergers and each party shall furnish all information concerning itself and its shareholders as may be reasonably requested in connection with any such action. Each party will advise the others, promptly after it receives notice thereof, of the time when the Form S-4 has become effectiveeffective or any supplement or amendment has been filed, and of the issuance of any stop order or order, the suspension of the qualification of the shares of DENTSPLY Company Common Stock issuable in connection with the Merger Mergers for offering or sale in any jurisdiction. In addition, each party agrees to provide the other party and their respective counsel with copies of or any written comments, and shall inform the other party of any oral comments, that such party or its counsel may receive from time to time from request by the SEC for amendment of the Joint Proxy Statement or its staff with respect to the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If prior to the Effective Time any event occurs with respect to Cinergy, Duke or any subsidiary of Cinergy or Duke, respectively, or any change occurs with respect to information supplied by or on behalf of Cinergy or Duke, respectively, for inclusion in the Joint Proxy Statement or the Form S-4 that, in each case, is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, Cinergy or Duke, as applicable, shall promptly after receipt notify the other and the Company of such commentsevent, and Cinergy or Duke, as applicable, shall cooperate with the Company in the prompt filing with the SEC of any written necessary amendment or oral responses thereto. Each party and their respective counsel shall be given a reasonable opportunity to review any such written responses and each party shall give due consideration supplement to the additionsJoint Proxy Statement and the Form S-4 and, deletions as required by law, in disseminating the information contained in such amendment or changes suggested thereto by the other party supplement to Cinergy’s shareholders and their respective counselto Duke’s shareholders.