Common use of Preparation of the Form S Clause in Contracts

Preparation of the Form S. 4 and Joint Proxy Statement; Stockholders Meeting. (a) As soon as practicable following the date of this Agreement, (i) Parent and the Company shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement and (ii) Parent shall prepare, provide the Company with a reasonable opportunity to review and comment on (and consider the Company’s comments in good faith) and cause to be filed 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 offer of the Parent Common Stock to be issued in Merger I. Each of Parent and the Company shall use reasonable best efforts (i) to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing, (ii) prior to the effective date of the Form S-4, take all action reasonably required to be taken under any applicable state securities Laws in connection with the Parent Common Stock issuable in connection with Merger I and (iii) to keep the Form S-4 effective as long as necessary to consummate Merger I and Merger II. 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, as applicable, without the other’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other the opportunity to review and comment thereon. Parent or the Company, as applicable, will notify the other promptly after it receives oral or written notice 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 Merger I 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 other with copies of any written communication received from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to the Form S-4 or the Joint Proxy Statement, so that any 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 prepared promptly and, after the other party has had a reasonable opportunity to review and comment thereon, shall be filed promptly with the SEC, and, to the extent required by applicable Law, disseminated to the respective stockholders of Parent and the Company. Each of Parent and the Company shall cause the Joint Proxy Statement to be mailed to the respective stockholders of Parent and the Company, as applicable, as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Notwithstanding anything to the contrary in this Section 5.4(a), nothing in this Section 5.4(a) shall prohibit the Company or Parent from making any filing of any Quarterly Report on Form 10-Q, Annual Report on Form 10-K or Current Report on Form 8-K required pursuant to the Exchange Act. (b) The Company shall, as soon as reasonably practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”) for the purpose of seeking the Company Stockholder Approval. Subject to Section 5.3(e), Section 5.3(f) and Section 5.3(g), the Company shall, through the Company Board, recommend that its stockholders adopt and approve this Agreement and the Transactions, including Merger I (the “Company Recommendation”), and shall use reasonable best efforts to (i) solicit from its stockholders proxies in favor of the adoption of this Agreement and (ii) take all other action necessary or advisable to secure the Company Stockholder Approval, and the Company Board shall not make a Company Adverse Recommendation Change. The Company shall have the right to postpone or adjourn the Company Stockholder Meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time the Company has not received a number of proxies that it reasonably believes sufficient to obtain the Company Stockholder Approval at the Company Stockholder Meeting, or (3) to the extent required by applicable Law, or (B) with the written consent of Parent. Without limiting the generality of the foregoing, the Company’s obligations pursuant to this Section 5.4(b) shall not be affected by the commencement, public proposal, public disclosure or public or private communication to the Company of any Company Acquisition Proposal or by a Company Adverse Recommendation Change unless this Agreement has been terminated in accordance with Section 7.1. (c) Parent shall, as soon as reasonably practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its stockholders (the “Parent Stockholder Meeting”) for the purpose of seeking the Parent Stockholder Approval. Subject to Section 5.3(i), Parent shall, through the Parent Board, recommend that its stockholders approve the Share Issuance (the “Parent Recommendation”), and shall use reasonable best efforts to (i) solicit from its stockholders proxies in favor of the Share Issuance and (ii) take all other action necessary or advisable to secure the Parent Stockholder Approval and (iii) the Parent Board shall not make a Parent Adverse Recommendation Change. Parent shall have the right to postpone or adjourn the Parent Stockholder Meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time Parent has not received a number of proxies that it reasonably believes sufficient to obtain the Parent Stockholder Approval at the Parent Stockholder Meeting, or (3) to the extent required by applicable Law, or (B) with the written consent of the Company.

Preparation of the Form S. 4 and Joint Proxy Statement; Stockholders MeetingShareholder and Stockholder Meetings. (a) As soon as practicable following the date of this Agreement, (i) Parent and the Company shall jointly prepare prepare, and cause to be filed Parent shall file with the SEC the Joint Proxy Statement and (ii) Parent shall prepareSEC, provide the Company with a reasonable opportunity to review and comment on (and consider the Company’s comments in good faith) and cause to be filed 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 cooperate in connection the preparation and filing of the Form S-4 and Joint Proxy Statement. The Company and Parent shall provide the other with the registration under opportunity to review and comment on such documents prior to their filing with the Securities Act of the offer of the Parent Common Stock to be issued in Merger I. SEC. Each of Parent and the Company shall use its reasonable best efforts (i) to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing, (ii) prior to the effective date of the Form S-4, take all action reasonably required to be taken under any applicable state securities Laws in connection with the Parent Common Stock issuable in connection with Merger I filing and (iii) to keep the Form S-4 effective as long as necessary to consummate Merger I and Merger IIthe Merger. 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, as applicable, without the other’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and without providing the other the opportunity to review and comment thereon. Parent or the Company, as applicable, will notify advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective under the Securities Act or any supplement or amendment has been filedfiled with the SEC, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger I for offering or sale in any jurisdiction, 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 other with copies of any written communication received from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to the Form S-4 or the Joint Proxy Statement, Statement so that any 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 hereto that discovers such information shall promptly notify the other party and an appropriate amendment or supplement to the Form S-4 or the Joint Proxy Statement describing such information shall be prepared promptly andfiled with the SEC, after the other party has had a reasonable opportunity to review and comment thereon, shall be filed promptly with the SEC, and, to the extent required by applicable Law, disseminated to the respective stockholders of Parent and the shareholders of the Company. Each of Parent will cause the Joint Proxy Statement to be mailed to Parent’s stockholders and the Company shall will cause the Joint Proxy Statement to be mailed to the respective stockholders of Parent and the Company’s shareholders, as applicable, in each case as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Notwithstanding anything to the contrary in this Section 5.4(a), nothing in this Section 5.4(a) shall prohibit the Company or Parent from making any filing of any Quarterly Report on Form 10-Q, Annual Report on Form 10-K or Current Report on Form 8-K required pursuant to the Exchange Act. (b) The Company shall, as soon as reasonably practicable (and in no event later than thirty (30) days) following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its stockholders shareholders (the “Company Stockholder Shareholder Meeting”) for the purpose of seeking the Company Stockholder Shareholder Approval. Subject to Section 5.3(e), Section 5.3(f) and Section 5.3(g), the Company shall, through the Company Board, recommend that its stockholders shareholders adopt and approve this Agreement and the Transactions, including the Merger I (the “Company Recommendation”), and shall use its reasonable best efforts to (i) solicit from its stockholders shareholders proxies in favor of the adoption of this Agreement and (ii) take all other action necessary or advisable to secure the Company Stockholder Shareholder Approval, and the Company Board shall not make withhold, withdraw, modify or qualify, or propose publicly to withhold, withdraw, modify or qualify, the Company Recommendation in a Company Adverse Recommendation Changemanner adverse to Parent. The Company shall have the right to postpone or adjourn the Company Stockholder Shareholder Meeting for no longer than twenty (A20) by not more than thirty (30) days Business Days in the aggregate (1A) for the absence of a quorum, (2B) to allow reasonable additional time to solicit additional proxies to the extent that at such time, taking into account the amount of time until the Company Shareholder Meeting, the Company has not received a number of proxies that it would reasonably believes sufficient be believed to be insufficient to obtain the Company Stockholder Shareholder Approval at the Company Stockholder Meeting, Shareholder Meeting or (3) to the extent required by applicable Law, or (BC) with the prior written consent of Parent. Without limiting the generality of the foregoing, the Company’s obligations pursuant to this Section 5.4(b5.5(b) shall not be affected by (and the Company shall seek the Company Shareholder Approval at the Company Shareholder Meeting notwithstanding the occurrence of) the commencement, public proposal, public disclosure or public or private communication to the Company of any Company Acquisition Proposal or by a Company Adverse Recommendation Change (in the event of such a Company Adverse Recommendation Change, except with respect to the Company Recommendation) unless this Agreement has been terminated in accordance with Section 7.17.1(d)(iv). (c) Parent shall, as soon as reasonably practicable (and in no event later than thirty (30) days) following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its stockholders (the “Parent Stockholder Meeting”) for the purpose of seeking the Parent Stockholder Approval. Subject to Section 5.3(i5.4(e), Section 5.4(f) and Section 5.4(g), Parent shall, through the Parent Board, recommend that its stockholders approve the Share Issuance (the “Parent Recommendation”), ) and shall use its reasonable best efforts to (i) solicit from its stockholders proxies in favor of the approval of the Share Issuance and (ii) take all other action necessary or advisable to secure the Parent Stockholder Approval Approval, and (iii) the Parent Board shall not make withhold, withdraw, modify or qualify, or propose publicly to withhold, withdraw, modify or qualify, the Parent Recommendation in a Parent Adverse Recommendation Changemanner adverse to Parent. Parent shall have the right to postpone or adjourn the Parent Stockholder Meeting for no longer than twenty (A20) by not more than thirty (30) days Business Days in the aggregate (1A) for the absence of a quorum, (2B) to allow reasonable additional time to solicit additional proxies to the extent that at such time, taking into account the amount of time until the Parent Stockholder Meeting, Parent has not received a number of proxies that it would reasonably believes sufficient be believed to be insufficient to obtain the Parent Stockholder Approval at the Parent Stockholder Meeting, Meeting or (3) to the extent required by applicable Law, or (BC) with the prior written consent of the Company. (d) The Company and Parent shall use reasonable best efforts to hold the Company Shareholder Meeting and the Parent Stockholder Meeting on the same date, including by postponing or adjourning the Company Shareholder Meeting or the Parent Stockholder Meeting, as applicable, if the other party postpones or adjourns the Parent Stockholder Meeting or the Company Shareholder Meeting, as applicable.

Preparation of the Form S. 4 and Joint the Proxy Statement; Stockholders Stockholders' Meeting. (a) As soon as practicable following the date of this Agreement, (i) the Company and Parent shall prepare and the Company shall jointly prepare and cause to be filed file with the SEC the Joint Proxy Statement and (ii) Parent shall prepare, provide the Company with a reasonable opportunity to review prepare and comment on (and consider the Company’s comments in good faith) and cause to be filed 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 offer of the . Parent Common Stock to be issued in Merger I. Each of Parent and the Company shall use its commercially reasonable best efforts (i) to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing, (ii) prior filing and to keep the Form S-4 effective as long as is necessary to consummate the Merger. The Company shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the effective date of Company's stockholders as promptly as practicable after the Form S-4, S-4 is declared effective under the Securities Act. Parent shall also take all any action reasonably (other than qualifying to do business in any jurisdiction in which it is not now so qualified or 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 of Parent Common Stock issuable in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with Merger I any such action and (iii) to keep the Form S-4 effective as long as necessary to consummate Merger I preparation, filing and Merger II. 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, as applicable, without the other’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other the opportunity to review and comment thereon. Parent or the Company, as applicable, will notify the other promptly after it receives oral or written notice distribution 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 Merger I 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 other with copies of any written communication received from the SEC or any state securities commissionStatement. If at any time prior to the Effective Time any information relating to Parent the Company or the CompanyParent, or any of their respective Affiliates, officers or directors, is should be discovered by Parent or the Company or Parent which should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement, so that any 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 the 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 prepared promptly and, after the other party has had a reasonable opportunity to review and comment thereon, shall be filed promptly with the SEC, SEC and, to the extent required by applicable Lawlaw, disseminated to the respective stockholders of Parent and the Company. Each The parties shall notify each other promptly of Parent the receipt of any comments from the SEC or its staff and of any request by the Company shall cause SEC or its staff for amendments or supplements to the Joint Proxy Statement to be mailed to the respective stockholders of Parent and the Company, as applicable, as promptly as reasonably practicable after or the Form S-4 is declared effective under or for additional information and shall supply each other with copies of all correspondence between any of their respective advisors and representatives, on the Securities Act. Notwithstanding anything one hand, and the SEC or its staff on the other hand, with respect to the contrary in this Section 5.4(a)Proxy Statement, nothing in this Section 5.4(a) shall prohibit the Company Form S-4 or Parent from making any filing of any Quarterly Report on Form 10-Q, Annual Report on Form 10-K or Current Report on Form 8-K required pursuant to the Exchange ActMerger. (b) The Company shall, as soon as reasonably practicable following effectiveness the date of this Agreement, establish a record date following the Form S-4date of this Agreement for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder "Stockholders' Meeting”") solely for the purpose of seeking obtaining the Company Stockholder Approval. Subject to Section 5.3(e), Section 5.3(f) and Section 5.3(g4.02(b), the Company shall, through the Company Boardits Board of Directors, recommend that to its stockholders adopt approval and approve this Agreement and the Transactions, including Merger I (the “Company Recommendation”), and shall use reasonable best efforts to (i) solicit from its stockholders proxies in favor of the adoption of this Agreement and (ii) take all other action necessary or advisable to secure Agreement, the Company Stockholder Approval, Merger and the Company Board shall not make a Company Adverse Recommendation Change. The Company shall have the right to postpone or adjourn the Company Stockholder Meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time the Company has not received a number of proxies that it reasonably believes sufficient to obtain the Company Stockholder Approval at the Company Stockholder Meeting, or (3) to the extent required by applicable Law, or (B) with the written consent of Parentother transactions contemplated hereby. Without limiting the generality of the foregoing, the Company’s 's obligations pursuant to the first sentence of this Section 5.4(b5.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or public or private communication to the Company of any Company Acquisition Takeover Proposal or by a Company Adverse Recommendation Change unless this Agreement has been terminated in accordance with Section 7.1. (c) Parent shall, as soon as reasonably practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its stockholders (the “Parent Stockholder Meeting”) for the purpose of seeking the Parent Stockholder Approval. Subject to Section 5.3(i), Parent shall, through the Parent Board, recommend that its stockholders approve the Share Issuance (the “Parent Recommendation”), and shall use reasonable best efforts to (i) solicit from its stockholders proxies in favor of the Share Issuance and (ii) take all other action necessary the withdrawal or advisable to secure modification by the Parent Stockholder Approval and (iii) the Parent Board shall not make a Parent Adverse Recommendation Change. Parent shall have the right to postpone or adjourn the Parent Stockholder Meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time Parent has not received a number of proxies that it reasonably believes sufficient to obtain the Parent Stockholder Approval at the Parent Stockholder Meeting, or (3) to the extent required by applicable Law, or (B) with the written consent Directors of the CompanyCompany or any committee thereof of such Board of Directors' or such committee's approval or recommendation of the Merger or this Agreement.

Preparation of the Form S. 4 and Joint the Proxy Statement; Stockholders Meeting. (a) As soon as practicable following the date of this Agreement, (i) Parent and the Company and Parent shall jointly prepare and cause to be filed file with the SEC the Joint Proxy Statement and (ii) the Company and Parent shall prepare, provide the Company with a reasonable opportunity to review prepare and comment on (and consider the Company’s comments in good faith) and cause to be filed Parent 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 . Each of the offer of the Company and Parent Common Stock to be issued in Merger I. Each of Parent and the Company shall use its commercially reasonable best efforts (i) to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing, (ii) prior filing and keep the Form S-4 effective for so long as necessary to complete the Merger. The Company will use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the effective date of Company's shareholders as promptly as practicable after the Form S-4, S-4 is declared effective under the Securities Act. Parent shall also take all any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or 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 of Parent Class A Common Stock issuable in the Merger and the Company shall furnish all information concerning the Company and the holders of capital stock of the Company as may be reasonably requested in connection with Merger I and (iii) to keep the Form S-4 effective as long as necessary to consummate Merger I and Merger IIany such action. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Form S-4 will be made by Parent, or the Joint Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other the party a reasonable opportunity to review and comment thereon. Parent or will advise the Company, as applicable, will notify the 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 thereto has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Class A Common Stock issuable in connection with the Merger I for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Form S-4 or the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationinformation and will, and will as promptly as practicable, provide to the other with Company copies of any written communication received from all correspondence and filings with the SEC with respect to the Form S-4. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or any state securities commissioncomments thereon and responses thereto or requests by the SEC for additional information and will, as promptly as practicable, provide to Parent copies of all correspondence and filings with the SEC with respect to the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent the Company or the CompanyParent, or any of their respective Affiliates, officers directors or directorsofficers, is should be discovered by Parent or the Company or Parent 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 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 prepared promptly and, after the other party has had a reasonable opportunity to review and comment thereon, shall be filed promptly with the SEC, SEC and, to the extent required by applicable Lawlaw, disseminated to the respective stockholders shareholders of Parent and the shareholders of the Company. Each For purposes of Parent Sections 3.01(f), 3.02(e) and the Company shall cause the Joint Proxy Statement 5.01, information concerning or related to Parent, Sub or any of Parent's other Subsidiaries will be mailed deemed to the respective stockholders of Parent have been provided by Parent, and information concerning or related to the Company, as applicable, as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Notwithstanding anything to the contrary in this Section 5.4(a), nothing in this Section 5.4(a) shall prohibit its Subsidiaries or the Company or Parent from making any filing of any Quarterly Report on Form 10-Q, Annual Report on Form 10-K or Current Report on Form 8-K required pursuant Shareholders Meeting will be deemed to the Exchange Act. (b) The Company shall, as soon as reasonably practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”) for the purpose of seeking the Company Stockholder Approval. Subject to Section 5.3(e), Section 5.3(f) and Section 5.3(g), the Company shall, through the Company Board, recommend that its stockholders adopt and approve this Agreement and the Transactions, including Merger I (the “Company Recommendation”), and shall use reasonable best efforts to (i) solicit from its stockholders proxies in favor of the adoption of this Agreement and (ii) take all other action necessary or advisable to secure the Company Stockholder Approval, and the Company Board shall not make a Company Adverse Recommendation Change. The Company shall have the right to postpone or adjourn the Company Stockholder Meeting (A) been provided by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time the Company has not received a number of proxies that it reasonably believes sufficient to obtain the Company Stockholder Approval at the Company Stockholder Meeting, or (3) to the extent required by applicable Law, or (B) with the written consent of Parent. Without limiting the generality of the foregoing, the Company’s obligations pursuant to this Section 5.4(b) shall not be affected by the commencement, public proposal, public disclosure or public or private communication to the Company of any Company Acquisition Proposal or by a Company Adverse Recommendation Change unless this Agreement has been terminated in accordance with Section 7.1. (c) Parent shall, as soon as reasonably practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its stockholders (the “Parent Stockholder Meeting”) for the purpose of seeking the Parent Stockholder Approval. Subject to Section 5.3(i), Parent shall, through the Parent Board, recommend that its stockholders approve the Share Issuance (the “Parent Recommendation”), and shall use reasonable best efforts to (i) solicit from its stockholders proxies in favor of the Share Issuance and (ii) take all other action necessary or advisable to secure the Parent Stockholder Approval and (iii) the Parent Board shall not make a Parent Adverse Recommendation Change. Parent shall have the right to postpone or adjourn the Parent Stockholder Meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time Parent has not received a number of proxies that it reasonably believes sufficient to obtain the Parent Stockholder Approval at the Parent Stockholder Meeting, or (3) to the extent required by applicable Law, or (B) with the written consent of the Company.

Preparation of the Form S. 4 and the Joint Proxy Statement; Stockholders MeetingShareholders Meetings. (a) As soon as practicable following the date of this Agreement, (i) Parent FPL and the Company Entergy shall jointly prepare and cause to be filed file with the SEC the Joint Proxy Statement and (ii) Parent shall prepareFPL, provide Entergy and the Company with a reasonable opportunity to review shall prepare and comment on (and consider the Company’s comments in good faith) and cause to be filed 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 offer of the Parent Common Stock to be issued in Merger I. included. Each of Parent FPL, Entergy and the Company shall use its reasonable best efforts (i) to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing. FPL will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to FPL's shareholders, (ii) prior and Entergy will use its reasonable best efforts to cause the effective date of Joint Proxy Statement to be mailed to Entergy's shareholders, in each case as promptly as practicable after the Form S-4, S-4 is declared effective under the Securities Act. Each party hereto shall also take all any action reasonably required to be taken under any applicable state or provincial securities Laws laws in connection with the Parent issuance of Company Common Stock issuable in the Mergers and each party shall furnish all information concerning itself and its shareholders as may be reasonably requested in connection with Merger I and (iii) to keep any such action. Each party will advise the Form S-4 effective as long as necessary to consummate Merger I and Merger II. No filing ofothers, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other the opportunity to review and comment thereon. Parent or the Company, as applicable, will notify the 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 Company Common Stock issuable in connection with Merger I the 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 promptly provide the other with copies of any written communication received from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating event occurs with respect to Parent FPL, Entergy or the Companyany subsidiary of FPL or Entergy, respectively, or any change occurs with respect to information supplied by or on behalf of their respective AffiliatesFPL or Entergy, officers respectively, for inclusion in the Joint Proxy Statement or directorsthe Form S-4 that, in each case, is discovered by Parent required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, FPL or Entergy, as applicable, shall promptly notify txx xxxxx and the Company which should be set forth of such event, and FPL or Entergy, as applicable, shall cooperate with the Company in an the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Form S-4 or the Joint Proxy Statementand, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereinas required by law, in light of disseminating the circumstances under which they were made, not misleading, the party that discovers information contained in such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be prepared promptly and, after the other party has had a reasonable opportunity to review FPL's shareholders and comment thereon, shall be filed promptly with the SEC, and, to the extent required by applicable Law, disseminated to the respective stockholders of Parent and the Company. Each of Parent and the Company shall cause the Joint Proxy Statement to be mailed to the respective stockholders of Parent and the Company, as applicable, as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Notwithstanding anything to the contrary in this Section 5.4(a), nothing in this Section 5.4(a) shall prohibit the Company or Parent from making any filing of any Quarterly Report on Form 10-Q, Annual Report on Form 10-K or Current Report on Form 8-K required pursuant to the Exchange ActEntergy's shareholders. (b) The Company FPL shall, as soon as reasonably practicable following effectiveness the date of the Form S-4this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders shareholders (the “Company Stockholder "FPL Shareholders Meeting”") for the purpose of seeking obtaining the Company Stockholder FPL Shareholder Approval. Subject to Section 5.3(e), Section 5.3(f) and Section 5.3(g), the Company shall, through the Company Board, recommend that its stockholders adopt and approve this Agreement and the Transactions, including Merger I (the “Company Recommendation”), and shall use reasonable best efforts to (i) solicit from its stockholders proxies in favor of the adoption of this Agreement and (ii) take all other action necessary or advisable to secure the Company Stockholder Approval, and the Company Board shall not make a Company Adverse Recommendation Change. The Company shall have the right to postpone or adjourn the Company Stockholder Meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time the Company has not received a number of proxies that it reasonably believes sufficient to obtain the Company Stockholder Approval at the Company Stockholder Meeting, or (3) to the extent required by applicable Law, or (B) with the written consent of Parent. Without limiting the generality of the foregoing, the Company’s FPL agrees that its obligations pursuant to the first sentence of this Section 5.4(b5.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or public or private communication to the Company FPL of any Company Acquisition Proposal FPL Takeover Proposal, (ii) the withdrawal or modification by a Company Adverse Recommendation Change unless the Board of Directors of FPL of its approval or recommendation of this Agreement has been terminated in accordance with Section 7.1Agreement, the FPL Merger or the other transactions contemplated hereby or (iii) the approval or recommendation of any FPL Superior Proposal. (c) Parent Entergy shall, as soon as reasonably practicable following effectiveness the date of the Form S-4this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders shareholders (the “Parent Stockholder "Entergy Shareholders Meeting”") for the purpose of seeking obtaining the Parent Stockholder Entergy Shareholder Approval. Subject to Section 5.3(i)Without limiting the generality of the foregoing, Parent shall, through the Parent Board, recommend Entergy agrees that its stockholders approve obligations pursuant to the Share Issuance first sentence of this Section 5.01(c) shall not be affected by (i) the “Parent Recommendation”)commencement, public proposal, public disclosure or communication to Entergy of any Entergy Takeover Proposal, (ii) the withdrawal or modification by the Board of Directors of Entergy of its approval or recommendation of this Agreement, the Entergy Merger or the other transactions contemplated hereby or (iii) the approval or recommendation of any Entergy Superior Proposal. (d) FPL and shall Entergy will use their reasonable best efforts to (i) solicit from its stockholders proxies in favor hold the Entergy Shareholders Meeting and the FPL Shareholders Meeting on the same date and as soon as practicable after the date of the Share Issuance and (ii) take all other action necessary or advisable to secure the Parent Stockholder Approval and (iii) the Parent Board shall not make a Parent Adverse Recommendation Change. Parent shall have the right to postpone or adjourn the Parent Stockholder Meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time Parent has not received a number of proxies that it reasonably believes sufficient to obtain the Parent Stockholder Approval at the Parent Stockholder Meeting, or (3) to the extent required by applicable Law, or (B) with the written consent of the Companythis Agreement.

Preparation of the Form S. 4 4, the Exchange Offer Schedule and Joint Proxy Statement; Stockholders Meeting. the Form 10. (a) As soon as practicable following the date of this Agreement, (i) Parent Weyerhaeuser, Spinco, Newco and the Company Domtar shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement and (ii) Parent Spinco shall prepare, provide the Company with a reasonable opportunity to review and comment on (and consider the Company’s comments in good faith) and cause to be filed file with the SEC the Form S-410 and, in which if such filings are required by applicable Law or the Joint Proxy Statement will be included as a prospectusSEC, in connection with the registration under Form S-4 and the Securities Act of the offer of the Parent Common Stock to be issued in Merger I. Exchange Offer Schedule. Each of Parent Weyerhaeuser, Spinco, Newco and the Company Domtar shall use its reasonable best efforts to have (i) to have the Form S-4 declared effective under the Securities Act Act, and (ii) the Form 10 declared effective under the Exchange Act, in each case as applicable and as promptly as reasonably practicable after such filing, . Spinco and Newco shall also take any action (iiother than qualifying to do business in any jurisdiction in which it is not now so qualified) prior to the effective date of the Form S-4, take all action reasonably required to be taken under any applicable state securities Laws laws in connection with the Parent issuance of Spinco Common Stock issuable in connection with Merger I and (iii) to keep the Form S-4 effective as long as necessary to consummate Merger I and Merger II. No filing ofArrangement and, or amendment or supplement toif applicable, the Form S-4 or the Joint Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior written consent (which exchange of shares of Spinco Common Stock pursuant to an exchange offer. Spinco and Newco shall not be unreasonably withheld, conditioned or delayed) notify Weyerhaeuser and without providing the other the opportunity to review and comment thereon. Parent or the Company, as applicable, will notify the other Domtar promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance receipt of any stop order, comments from the suspension SEC or its staff and of the qualification of the Parent Common Stock issuable in connection with Merger I for offering or sale in any jurisdiction, or any oral or written request by the SEC or its staff for amendment of amendments or supplements to the Joint Proxy Statement Form S-4, the Exchange Offer Schedule or the Form S-4 10 or comments thereon and responses thereto or requests by the SEC for additional information, information and will promptly provide the other shall supply Weyerhaeuser and Domtar with copies of any written communication received from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Companyall correspondence between Spinco, Newco or any of their respective Affiliatesrepresentatives, officers on the one hand, and the SEC or directorsits staff, is discovered by Parent or the Company which should be set forth in an amendment or supplement to the Form S-4 or the Joint Proxy Statement, so that any 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 on the other party and an appropriate amendment or supplement describing such information shall be prepared promptly andhand, after the other party has had a reasonable opportunity with respect to review and comment thereon, shall be filed promptly with the SEC, and, to the extent required by applicable Law, disseminated to the respective stockholders of Parent and the Company. Each of Parent and the Company shall cause the Joint Proxy Statement to be mailed to the respective stockholders of Parent and the Company, as applicable, as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Notwithstanding anything to the contrary in this Section 5.4(a), nothing in this Section 5.4(a) shall prohibit the Company or Parent from making any filing of any Quarterly Report on Form 10-Q, Annual Report on Form 10-K or Current Report on Form 8-K required pursuant to the Exchange Act. (b) The Company shall, as soon as reasonably practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”) for the purpose of seeking the Company Stockholder Approval. Subject to Section 5.3(e), Section 5.3(f) and Section 5.3(g)Exchange Offer Schedule, the Company shallForm 10, through the Company Board, recommend that its stockholders adopt and approve this Agreement and the Transactions, including Merger I (the “Company Recommendation”), and shall use reasonable best efforts to (i) solicit from its stockholders proxies in favor Arrangement or any of the adoption of this Agreement and (ii) take all other action necessary or advisable to secure the Company Stockholder Approval, and the Company Board shall not make a Company Adverse Recommendation ChangeTransactions. The Company shall have the right to postpone or adjourn the Company Stockholder Meeting (A) by not more than thirty (30) days parties will cooperate in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time the Company has not received a number of proxies that it reasonably believes sufficient to obtain the Company Stockholder Approval at the Company Stockholder Meeting, or (3) to the extent required by applicable Law, or (B) preparing and filing with the written consent of Parent. Without limiting the generality of the foregoing, the Company’s obligations pursuant to this Section 5.4(b) shall not be affected by the commencement, public proposal, public disclosure or public or private communication to the Company of any Company Acquisition Proposal or by a Company Adverse Recommendation Change unless this Agreement has been terminated in accordance with Section 7.1. (c) Parent shall, as soon as reasonably practicable following effectiveness of SEC the Form S-4, duly callthe Exchange Offer Schedule, give notice ofthe Form 10 and any necessary amendment or supplement thereto. Neither the Form S-4, convene and hold a meeting the Exchange Offer Schedule, the Form 10 nor any amendment or supplement thereto shall be filed without the approval of its stockholders (the “Parent Stockholder Meeting”) for the purpose of seeking the Parent Stockholder Approval. Subject to Section 5.3(i), Parent shall, through the Parent Board, recommend that its stockholders approve the Share Issuance (the “Parent Recommendation”), and shall use reasonable best efforts to (i) solicit from its stockholders proxies in favor all of the Share Issuance and (ii) take all other action necessary or advisable to secure the Parent Stockholder Approval and (iii) the Parent Board parties hereto, which approvals shall not make a Parent Adverse Recommendation Change. Parent shall have the right to postpone be unreasonably withheld or adjourn the Parent Stockholder Meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time Parent has not received a number of proxies that it reasonably believes sufficient to obtain the Parent Stockholder Approval at the Parent Stockholder Meeting, or (3) to the extent required by applicable Law, or (B) with the written consent of the Companydelayed.

Preparation of the Form S. 4 and Joint Proxy StatementAND THE PROXY STATEMENT; Stockholders MeetingSHAREHOLDERS' MEETING. (a) As soon promptly as practicable following the date of this Agreement, (i) Parent and the Company and Parent shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement and (ii) Parent shall prepare, provide the Company with a reasonable opportunity to review and comment on (and consider the Company’s comments in good faith) and cause to be filed 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 . Each of the offer of the Company and Parent Common Stock to be issued in Merger I. Each of Parent and the Company shall use its reasonable best efforts (i) to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing, (ii) prior . The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the effective date shareholders of the Company as promptly as practicable after the Form S-4, S-4 is declared effective under the Securities Act. Parent shall also take all any action reasonably (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 shares of Parent Common Stock issuable in the Merger, and each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with Merger I any such action and (iii) to keep the preparation, filing and distribution of the Form S-4 effective as long as necessary to consummate Merger I and Merger IIthe Proxy Statement. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Parent Parent, and no filing of, or amendment or supplement to, the Proxy Statement will made by the Company, as applicable, without the other’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed) and in each case without providing the other the party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will notify the other promptly after it receives oral or written notice 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 Merger I 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 other with copies of any written communication received from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent the Company or the CompanyParent, or any of their respective Affiliates, officers directors or directorsofficers, is should be discovered by Parent or the Company or Parent which should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement, so that any 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 are 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 prepared promptly and, after the other party has had a reasonable opportunity to review and comment thereon, shall be filed promptly with the SEC, SEC and, to the extent required by applicable Law, disseminated to the respective stockholders shareholders of Parent and the Company. Each The parties shall notify each other promptly of Parent and the Company shall cause the Joint Proxy Statement to be mailed to the respective stockholders of Parent and the Company, as applicable, as promptly as reasonably practicable after time when the Form S-4 is declared effective under has become effective, of the Securities Act. Notwithstanding anything issuance of any stop order or suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the contrary in this Section 5.4(a)Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, nothing in this Section 5.4(a) shall prohibit on the Company one hand, and the SEC or Parent from making any filing the staff of any Quarterly Report the SEC, on Form 10-Qthe other hand, Annual Report on Form 10-K or Current Report on Form 8-K required pursuant with respect to the Exchange ActProxy Statement, the Form S-4 or the Merger and (ii) all orders of the SEC relating to the Form S-4. (b) The Company shallshall use its reasonable best efforts to, as soon as reasonably practicable within 120 days following effectiveness the date of the Form S-4this Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders shareholders (the “Company Stockholder "Shareholders' Meeting”") solely for the purpose of seeking obtaining the Company Stockholder Shareholder Approval. Subject to Section 5.3(e), Section 5.3(f) and Section 5.3(g)4.02, the Company shall, through the Company Boardits Board of Directors, recommend that to its stockholders adopt and approve this Agreement and the Transactions, including Merger I (the “Company Recommendation”), and shall use reasonable best efforts to (i) solicit from its stockholders proxies in favor of the adoption shareholders approval of this Agreement and (ii) take all other action necessary or advisable to secure the Company Stockholder Approval, and the Company Board shall not make a Company Adverse Recommendation Change. The Company shall have the right to postpone or adjourn the Company Stockholder Meeting (A) by not more than thirty (30) days include such recommendation in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time the Company has not received a number of proxies that it reasonably believes sufficient to obtain the Company Stockholder Approval at the Company Stockholder Meeting, or (3) to the extent required by applicable Law, or (B) with the written consent of ParentProxy Statement. Without limiting the generality of the foregoing, but subject to the terms of this Agreement, the Company’s 's obligations pursuant to the first sentence of this Section 5.4(b5.01(b) shall not be affected by the commencement, public proposal, public disclosure or public or private communication to the Company of any Company Acquisition Proposal or by a Company Adverse Recommendation Change unless this Agreement has been terminated in accordance with Section 7.1Takeover Proposal. (c) Parent shall, as soon as reasonably practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its stockholders (the “Parent Stockholder Meeting”) for the purpose of seeking the Parent Stockholder Approval. Subject to Section 5.3(i), Parent shall, through the Parent Board, recommend that its stockholders approve the Share Issuance (the “Parent Recommendation”), and shall use reasonable best efforts to (i) solicit from its stockholders proxies in favor of the Share Issuance and (ii) take all other action necessary or advisable to secure the Parent Stockholder Approval and (iii) the Parent Board shall not make a Parent Adverse Recommendation Change. Parent shall have the right to postpone or adjourn the Parent Stockholder Meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time Parent has not received a number of proxies that it reasonably believes sufficient to obtain the Parent Stockholder Approval at the Parent Stockholder Meeting, or (3) to the extent required by applicable Law, or (B) with the written consent of the Company.

Preparation of the Form S. 4 and the Joint Proxy Statement; Parent Stockholders Meeting and Company Shareholders Meeting. (a) As soon promptly as practicable following after the date of this Agreement, (i) Parent and the Company shall jointly prepare and cause to be filed with the SEC a joint proxy statement relating to the Parent Stockholders Meeting and the Company Shareholders Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement Statement”) and (ii) Parent shall prepare, provide the Company with a reasonable opportunity to review and comment on (and consider the Company’s comments in good faith) prepare and cause to be filed 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 offer of the Parent Common Stock to be issued in Merger I. Each of and Parent and the Company shall use their respective reasonable best efforts (i) to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing. Each of Parent and the Company shall furnish all information concerning itself and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement and each of Parent and the Company shall use reasonable best efforts to cause the Form S-4 and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC. Each of Parent and the Company shall use reasonable best efforts to cause all documents that it is responsible for filing with the SEC in connection with the Transactions to comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Each of Parent and the Company shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of Parent and the Company shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Parent and the Company (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) prior to shall include in such document or response all comments reasonably proposed by the effective date of the Form S-4, take all action reasonably required to be taken under any applicable state securities Laws in connection with the Parent Common Stock issuable in connection with Merger I other and (iii) shall not file or mail such document or respond to keep the Form S-4 effective as long as necessary SEC prior to consummate Merger I and Merger II. No filing of, or amendment or supplement to, receiving the Form S-4 or the Joint Proxy Statement will be made by Parent or the Company, as applicable, without approval of the other’s prior written consent (, which approval shall not be unreasonably withheld, conditioned or delayed) . Each of Parent and without providing the other Company shall advise the opportunity to review and comment thereon. Parent or the Companyother, as applicable, will notify the other promptly after it receives oral or written receipt of notice thereof, of the time when of effectiveness of the Form S-4 has become effective or any supplement or amendment has been filedS-4, the issuance of any stop order, order relating thereto or the suspension of the qualification of the Parent Common Stock issuable in connection with Merger I Consideration for offering or sale in any jurisdiction, and each of Parent and the Company shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of Parent and the Company shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act and any applicable foreign or state securities or “blue sky” Laws in connection with the Merger and the issuance of the Stock Consideration. (b) If prior to the Effective Time, any event occurs with respect to Parent or any oral Parent Subsidiary, or written request any change occurs with respect to other information supplied by Parent for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, Parent shall promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC for of any necessary amendment of or supplement to the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests and, as required by Law, in disseminating the SEC for additional information, and will promptly provide the other with copies of any written communication received from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company which should be set forth contained in an such amendment or supplement to the Form S-4 Parent Stockholders and the Company Shareholders. Nothing in this Section 6.01(b) shall limit the obligations of any party under Section 6.01(a). (c) If prior to the Effective Time, any event occurs with respect to the Company or any Company Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Joint Proxy StatementStatement or the Form S-4, so that any such document would not include any misstatement of which is required to be described in an amendment of, or 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 misleadingsupplement to, the party that discovers such information Joint Proxy Statement or the Form S-4, the Company shall promptly notify the other party Parent of such event, and an appropriate amendment or supplement describing such information shall be prepared promptly and, after the other party has had a reasonable opportunity to review and comment thereon, shall be filed promptly with the SEC, and, to the extent required by applicable Law, disseminated to the respective stockholders of Parent and the Company. Each of Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the Parent Stockholders and the Company Shareholders. Nothing in this Section 6.01(c) shall limit the obligations of any party under Section 6.01(a). (d) Parent shall, as soon as reasonably practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold the Parent Stockholders Meeting for the purpose of seeking the Parent Stockholder Approval. Parent shall use its reasonable best efforts to (x) cause the Joint Proxy Statement to be mailed to the respective stockholders of Parent Stockholders and (y) hold the Company, Parent Stockholders Meeting as applicable, as promptly soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Notwithstanding anything to the contrary , in this Section 5.4(a), nothing each case in this Section 5.4(a) shall prohibit the Company or Parent from making any filing of any Quarterly Report on Form 10-Q, Annual Report on Form 10-K or Current Report on Form 8-K required pursuant to the Exchange Act. (b) The Company shall, as soon as reasonably practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”) for the purpose of seeking the Company Stockholder Approval. Subject to Section 5.3(e), Section 5.3(f) and Section 5.3(g)accordance with applicable Law, the Company Parent Charter and the Parent Bylaws. Parent shall, through the Company Parent Board, recommend that to its stockholders adopt and approve this Agreement and that they give the TransactionsParent Stockholder Approval, including Merger I (shall include such recommendation in the “Company Recommendation”), Joint Proxy Statement and shall use reasonable best efforts to solicit the Parent Stockholder Approval (i) solicit from its stockholders proxies in favor of the adoption of this Agreement and (ii) take all other action necessary or advisable to secure the Company Stockholder Approvalwhich shall include hiring a proxy solicitor), and the Company Board shall not make a Company Adverse Recommendation Change. The Company shall have the right to postpone or adjourn the Company Stockholder Meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies except to the extent that at such time the Company Parent Board has not received made a number of proxies Parent Adverse Recommendation Change as permitted by Section 5.02(e) or Section 5.02(f). Except as expressly contemplated by the immediately preceding sentence and subject to Parent’s right to terminate this Agreement pursuant to Section 8.01(h), Parent agrees that it reasonably believes sufficient to obtain the Company Stockholder Approval at the Company Stockholder Meeting, or (3) to the extent required by applicable Law, or (B) with the written consent of Parent. Without limiting the generality of the foregoing, the Company’s its obligations pursuant to this Section 5.4(b) 6.01 shall not be affected by the commencement, public proposal, public disclosure or public or private communication to the Company Parent of any Company Acquisition Parent Takeover Proposal or by a Company the making of any Parent Adverse Recommendation Change by the Parent Board. Notwithstanding anything to the contrary contained in this Agreement, Parent (i) shall be required to adjourn or postpone the Parent Stockholders Meeting (A) to the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement is provided to the Parent Stockholders or (B) if, as of the time for which the Parent Stockholders Meeting is scheduled, there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Parent Stockholders Meeting or (ii) may, and at the Company’s request shall, adjourn or postpone the Parent Stockholders Meeting if, as of the time for which the Parent Stockholders Meeting is scheduled, there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to obtain the Parent Stockholder Approval; provided, however, that unless this Agreement has been terminated otherwise agreed to by the parties, the Parent Stockholders Meeting shall not be adjourned or postponed to a date that is more than 30 days after the date for which the meeting was previously scheduled (it being understood that such Parent Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Parent Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Parent Stockholders Meeting shall not be adjourned or postponed to a date on or after two Business Days prior to the End Date. In the event that during the five Business Days prior to the date that the Parent Stockholders Meeting is then scheduled to be held, Parent delivers a notice of an intent to make a Parent Adverse Recommendation Change, the Company may direct Parent to postpone the Parent Stockholders Meeting for up to six Business Days and Parent shall promptly, and in any event no later than the next Business Day, postpone the Parent Stockholders Meeting in accordance with Section 7.1the Company’s direction, subject to Parent’s right to postpone the Parent Stockholders Meeting for a longer period pursuant to the immediately preceding sentence. If requested by the Company, Parent shall promptly provide the Company with all voting tabulation reports relating to the Parent Stockholders Meeting that have been prepared by Parent or Parent’s transfer agent, proxy solicitor or other Representative. (ce) Parent The Company shall, as soon as reasonably practicable following effectiveness the date of the Form S-4this Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Parent Stockholder Meeting”) Company Shareholders Meeting for the purpose of seeking the Parent Stockholder Company Shareholder Approval. Subject The Company shall use its reasonable best efforts to Section 5.3(i)(x) cause the Joint Proxy Statement to be mailed to the Company Shareholders and (y) hold the Company Shareholders Meeting as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act, Parent in each case in accordance with applicable Law, the Company Charter and the Company Bylaws. The Company shall, through the Parent Company Board, recommend to its shareholders that its stockholders approve they give the Share Issuance (Company Shareholder Approval, shall include such recommendation in the “Parent Recommendation”), Joint Proxy Statement and shall use reasonable best efforts to solicit the Company Shareholder Approval (which shall include hiring a proxy solicitor), except to the extent that the Company Board has made a Company Adverse Recommendation Change as permitted by Section 5.03(e) or Section 5.02(f). Except as expressly contemplated by the immediately preceding sentence and subject to the Company’s right to terminate this Agreement pursuant to Section 8.01(i), the Company agrees that its obligations pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal or by the making of any Company Adverse Recommendation Change by the Company Board. Notwithstanding anything to the contrary contained in this Agreement, the Company (i) solicit from its stockholders proxies in favor of shall be required to adjourn or postpone the Share Issuance and (ii) take all other action necessary or advisable to secure the Parent Stockholder Approval and (iii) the Parent Board shall not make a Parent Adverse Recommendation Change. Parent shall have the right to postpone or adjourn the Parent Stockholder Company Shareholders Meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent necessary to ensure that at such time Parent has not received a number of proxies that it reasonably believes sufficient to obtain the Parent Stockholder Approval at the Parent Stockholder Meeting, any required supplement or (3) amendment to the extent required by applicable Law, Joint Proxy Statement is provided to the Company Shareholders or (B) with the written consent if, as of the time for which the Company Shareholders Meeting is scheduled, there are insufficient Company Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Shareholders Meeting or (ii) may, and at Parent’s request shall, adjourn or postpone the Company Shareholders Meeting if, as of the time for which the Company Shareholders Meeting is scheduled, there are insufficient Company Common Shares represented (either in person or by proxy) to obtain the Company Shareholder Approval; provided, however, that unless otherwise agreed to by the parties, the Company Shareholders Meeting shall not be adjourned or postponed to a date that is more than 30 days after the date for which the meeting was previously scheduled (it being understood that such Company Shareholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Shareholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Company Shareholders Meeting shall not be adjourned or postponed to a date on or after two Business Days prior to the End Date. In the event that during the five Business Days prior to the date that the Company Shareholders Meeting is then scheduled to be held, the Company delivers a notice of an intent to make a Company Adverse Recommendation Change, Parent may direct the Company to postpone the Company Shareholders Meeting for up to six Business Days and the Company shall promptly, and in any event no later than the next Business Day, postpone the Company Shareholders Meeting in accordance with Parent’s direction, subject to the Company’s right to postpone the Company Shareholders Meeting for a longer period pursuant to the immediately preceding sentence. If requested by Parent, the Company shall promptly provide Parent with all voting tabulation reports relating to the Company Shareholders Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative. (f) Each of Parent and the Company shall use their reasonable best efforts to hold the Parent Stockholders Meeting and the Company Shareholders Meeting, respectively, at the same time and on the same date as the other party.

Preparation of the Form S. 4 and Joint the Proxy Statement; Stockholders Shareholders' Meeting. (a) As soon promptly as practicable following the date of this AgreementNovember 14, (i) Parent and 2005, the Company and Parent shall jointly prepare and cause Parent shall file with the SEC a post-effective amendment to be the Registration Statement on Form S-4 of Parent (Registration No. 333-122856), originally filed with the SEC the Joint Proxy Statement and (ii) Parent shall prepareon February 16, provide the Company with a reasonable opportunity to review and comment on (and consider the Company’s comments 2005, in good faith) and cause to be filed connection with the SEC issuance of shares of Parent Common Stock in the Merger (as may be further amended or supplemented from time to time, 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 . Each of the offer of the Company and Parent Common Stock to be issued in Merger I. Each of Parent and the Company shall use its reasonable best efforts (i) to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing, (ii) prior . The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the effective date shareholders of the Company as promptly as practicable after the Form S-4, S-4 is declared effective under the Securities Act. Parent shall also take all any action reasonably (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 shares of Parent Common Stock issuable in the Merger, and each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with Merger I any such action and (iii) to keep the preparation, filing and distribution of the Form S-4 effective as long as necessary to consummate Merger I and Merger IIthe Proxy Statement. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Parent Parent, and no filing of, or amendment or supplement to, the Proxy Statement will made by the Company, as applicable, without the other’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed) and in each case without providing the other the party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will notify the other promptly after it receives oral or written notice 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 Merger I 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 other with copies of any written communication received from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent the Company or the CompanyParent, or any of their respective Affiliates, officers directors or directorsofficers, is should be discovered by Parent or the Company or Parent which should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement, so that any 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 are 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 prepared promptly and, after the other party has had a reasonable opportunity to review and comment thereon, shall be filed promptly with the SEC, SEC and, to the extent required by applicable Law, disseminated to the respective stockholders shareholders of Parent and the Company. Each The parties shall notify each other promptly of Parent and the Company shall cause the Joint Proxy Statement to be mailed to the respective stockholders of Parent and the Company, as applicable, as promptly as reasonably practicable after time when the Form S-4 is declared effective under has become effective, of the Securities Act. Notwithstanding anything issuance of any stop order or suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the contrary in this Section 5.4(a)Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, nothing in this Section 5.4(a) shall prohibit on the Company one hand, and the SEC or Parent from making any filing the staff of any Quarterly Report the SEC, on Form 10-Qthe other hand, Annual Report on Form 10-K or Current Report on Form 8-K required pursuant with respect to the Exchange ActProxy Statement, the Form S-4 or the Merger and (ii) all orders of the SEC relating to the Form S-4. (b) The Company shallshall use its reasonable best efforts to, as soon promptly as reasonably practicable following effectiveness of the Form S-4practicable, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders shareholders (the “Company Stockholder "Shareholders' Meeting”") solely for the purpose of seeking obtaining the Company Stockholder Shareholder Approval. Subject to Section 5.3(e), Section 5.3(f) and Section 5.3(g)4.02, the Company shall, through the Company Boardits Board of Directors, recommend that to its stockholders adopt and approve this Agreement and the Transactions, including Merger I (the “Company Recommendation”), and shall use reasonable best efforts to (i) solicit from its stockholders proxies in favor of the adoption shareholders approval of this Agreement and (ii) take all other action necessary or advisable to secure the Company Stockholder Approval, and the Company Board shall not make a Company Adverse Recommendation Change. The Company shall have the right to postpone or adjourn the Company Stockholder Meeting (A) by not more than thirty (30) days include such recommendation in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time the Company has not received a number of proxies that it reasonably believes sufficient to obtain the Company Stockholder Approval at the Company Stockholder Meeting, or (3) to the extent required by applicable Law, or (B) with the written consent of ParentProxy Statement. Without limiting the generality of the foregoing, but subject to the terms of this Agreement, the Company’s 's obligations pursuant to the first sentence of this Section 5.4(b5.01(b) shall not be affected by the commencement, public proposal, public disclosure or public or private communication to the Company of any Company Acquisition Proposal or by a Company Adverse Recommendation Change unless this Agreement has been terminated in accordance with Section 7.1Takeover Proposal. (c) Parent shall, as soon as reasonably practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its stockholders (the “Parent Stockholder Meeting”) for the purpose of seeking the Parent Stockholder Approval. Subject to Section 5.3(i), Parent shall, through the Parent Board, recommend that its stockholders approve the Share Issuance (the “Parent Recommendation”), and shall use reasonable best efforts to (i) solicit from its stockholders proxies in favor of the Share Issuance and (ii) take all other action necessary or advisable to secure the Parent Stockholder Approval and (iii) the Parent Board shall not make a Parent Adverse Recommendation Change. Parent shall have the right to postpone or adjourn the Parent Stockholder Meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time Parent has not received a number of proxies that it reasonably believes sufficient to obtain the Parent Stockholder Approval at the Parent Stockholder Meeting, or (3) to the extent required by applicable Law, or (B) with the written consent of the Company.

Preparation of the Form S. 4 and Joint the Proxy Statement; Stockholders Stockholders' Meeting. (a) As soon as practicable following the date of this Agreement, (i) the Company and Parent shall prepare and the Company shall jointly prepare and cause to be filed file with the SEC the Joint Proxy Statement and (ii) Parent shall prepare, provide the Company with a reasonable opportunity to review prepare and comment on (and consider the Company’s comments in good faith) and cause to be filed 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 offer of the . Parent Common Stock to be issued in Merger I. Each of Parent and the Company shall use its commercially reasonable best efforts (i) to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing, (ii) prior filing and to keep the Form S-4 effective as long as is necessary to consummate the Merger. The Company shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the effective date of Company's stockholders as promptly as practicable after the Form S-4, S-4 is declared effective under the Securities Act. Parent shall also take all any action reasonably (other than qualifying to do business in any jurisdiction in which it is not now so qualified or 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 of Parent Common Stock issuable in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with Merger I any such action and (iii) to keep the Form S-4 effective as long as necessary to consummate Merger I preparation, filing and Merger II. 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, as applicable, without the other’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other the opportunity to review and comment thereon. Parent or the Company, as applicable, will notify the other promptly after it receives oral or written notice distribution 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 Merger I 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 other with copies of any written communication received from the SEC or any state securities commissionStatement. If at any time prior to the Effective Time any information relating to Parent the Company or the CompanyParent, or any of their respective Affiliates, 54 50 officers or directors, is should be discovered by Parent or the Company or Parent which should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement, so that any 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 the 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 prepared promptly and, after the other party has had a reasonable opportunity to review and comment thereon, shall be filed promptly with the SEC, SEC and, to the extent required by applicable Lawlaw, disseminated to the respective stockholders of Parent and the Company. Each The parties shall notify each other promptly of Parent the receipt of any comments from the SEC or its staff and of any request by the Company shall cause SEC or its staff for amendments or supplements to the Joint Proxy Statement to be mailed to the respective stockholders of Parent and the Company, as applicable, as promptly as reasonably practicable after or the Form S-4 is declared effective under or for additional information and shall supply each other with copies of all correspondence between any of their respective advisors and representatives, on the Securities Act. Notwithstanding anything one hand, and the SEC or its staff on the other hand, with respect to the contrary in this Section 5.4(a)Proxy Statement, nothing in this Section 5.4(a) shall prohibit the Company Form S-4 or Parent from making any filing of any Quarterly Report on Form 10-Q, Annual Report on Form 10-K or Current Report on Form 8-K required pursuant to the Exchange ActMerger. (b) The Company shall, as soon as reasonably practicable following effectiveness the date of this Agreement, establish a record date following the Form S-4date of this Agreement for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder "Stockholders' Meeting”") solely for the purpose of seeking obtaining the Company Stockholder Approval. Subject to Section 5.3(e), Section 5.3(f) and Section 5.3(g4.02(b), the Company shall, through the Company Boardits Board of Directors, recommend that to its stockholders adopt approval and approve this Agreement and the Transactions, including Merger I (the “Company Recommendation”), and shall use reasonable best efforts to (i) solicit from its stockholders proxies in favor of the adoption of this Agreement and (ii) take all other action necessary or advisable to secure Agreement, the Company Stockholder Approval, Merger and the Company Board shall not make a Company Adverse Recommendation Change. The Company shall have the right to postpone or adjourn the Company Stockholder Meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time the Company has not received a number of proxies that it reasonably believes sufficient to obtain the Company Stockholder Approval at the Company Stockholder Meeting, or (3) to the extent required by applicable Law, or (B) with the written consent of Parentother transactions contemplated hereby. Without limiting the generality of the foregoing, the Company’s 's obligations pursuant to the first sentence of this Section 5.4(b5.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or public or private communication to the Company of any Company Acquisition Takeover Proposal or by a Company Adverse Recommendation Change unless this Agreement has been terminated in accordance with Section 7.1. (c) Parent shall, as soon as reasonably practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its stockholders (the “Parent Stockholder Meeting”) for the purpose of seeking the Parent Stockholder Approval. Subject to Section 5.3(i), Parent shall, through the Parent Board, recommend that its stockholders approve the Share Issuance (the “Parent Recommendation”), and shall use reasonable best efforts to (i) solicit from its stockholders proxies in favor of the Share Issuance and (ii) take all other action necessary the withdrawal or advisable to secure modification by the Parent Stockholder Approval and (iii) the Parent Board shall not make a Parent Adverse Recommendation Change. Parent shall have the right to postpone or adjourn the Parent Stockholder Meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time Parent has not received a number of proxies that it reasonably believes sufficient to obtain the Parent Stockholder Approval at the Parent Stockholder Meeting, or (3) to the extent required by applicable Law, or (B) with the written consent Directors of the CompanyCompany or any committee thereof of such Board of Directors' or such committee's approval or recommendation of the Merger or this Agreement.

Preparation of the Form S. 4 and the Joint Proxy Statement; Stockholders MeetingShareholders Meetings. (a) As soon as practicable following the date of this Agreement, (i) Parent FPL and the Company Entergy shall jointly prepare and cause to be filed file with the SEC the Joint Proxy Statement and (ii) Parent shall prepareFPL, provide Entergy and the Company with a reasonable opportunity to review shall prepare and comment on (and consider the Company’s comments in good faith) and cause to be filed 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 offer of the Parent Common Stock to be issued in Merger I. included. Each of Parent FPL, Entergy and the Company shall use its reasonable best efforts (i) to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing. FPL will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to FPL's shareholders, (ii) prior and Entergy will use its reasonable best efforts to cause the effective date of Joint Proxy Statement to be mailed to Entergy's shareholders, in each case as promptly as practicable after the Form S-4, S-4 is declared effective under the Securities Act. Each party hereto shall also take all any action reasonably required to be taken under any applicable state or provincial securities Laws laws in connection with the Parent issuance of Company Common Stock issuable in the Mergers and each party shall furnish all information concerning itself and its shareholders as may be reasonably requested in connection with Merger I and (iii) to keep any such action. Each party will advise the Form S-4 effective as long as necessary to consummate Merger I and Merger II. No filing ofothers, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other the opportunity to review and comment thereon. Parent or the Company, as applicable, will notify the 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 Company Common Stock issuable in connection with Merger I the 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 promptly provide the other with copies of any written communication received from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating event occurs with respect to Parent FPL, Entergy or the Companyany subsidiary of FPL or Entergy, respectively, or any change occurs with respect to information supplied by or on behalf of their respective AffiliatesFPL or Entergy, officers respectively, for inclusion in the Joint Proxy Statement or directorsthe Form S-4 that, in each case, is discovered by Parent required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, FPL or Entergy, as applicable, shall promptly notify the othxx xxx xhe Company which should be set forth of such event, and FPL or Entergy, as applicable, shall cooperate with the Company in an the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Form S-4 or the Joint Proxy Statementand, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereinas required by law, in light of disseminating the circumstances under which they were made, not misleading, the party that discovers information contained in such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be prepared promptly and, after the other party has had a reasonable opportunity to review FPL's shareholders and comment thereon, shall be filed promptly with the SEC, and, to the extent required by applicable Law, disseminated to the respective stockholders of Parent and the Company. Each of Parent and the Company shall cause the Joint Proxy Statement to be mailed to the respective stockholders of Parent and the Company, as applicable, as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Notwithstanding anything to the contrary in this Section 5.4(a), nothing in this Section 5.4(a) shall prohibit the Company or Parent from making any filing of any Quarterly Report on Form 10-Q, Annual Report on Form 10-K or Current Report on Form 8-K required pursuant to the Exchange ActEntergy's shareholders. (b) The Company FPL shall, as soon as reasonably practicable following effectiveness the date of the Form S-4this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders shareholders (the “Company Stockholder "FPL Shareholders Meeting”") for the purpose of seeking obtaining the Company Stockholder FPL Shareholder Approval. Subject to Section 5.3(e), Section 5.3(f) and Section 5.3(g), the Company shall, through the Company Board, recommend that its stockholders adopt and approve this Agreement and the Transactions, including Merger I (the “Company Recommendation”), and shall use reasonable best efforts to (i) solicit from its stockholders proxies in favor of the adoption of this Agreement and (ii) take all other action necessary or advisable to secure the Company Stockholder Approval, and the Company Board shall not make a Company Adverse Recommendation Change. The Company shall have the right to postpone or adjourn the Company Stockholder Meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time the Company has not received a number of proxies that it reasonably believes sufficient to obtain the Company Stockholder Approval at the Company Stockholder Meeting, or (3) to the extent required by applicable Law, or (B) with the written consent of Parent. Without limiting the generality of the foregoing, the Company’s FPL agrees that its obligations pursuant to the first sentence of this Section 5.4(b5.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or public or private communication to the Company FPL of any Company Acquisition Proposal FPL Takeover Proposal, (ii) the withdrawal or modification by a Company Adverse Recommendation Change unless the Board of Directors of FPL of its approval or recommendation of this Agreement has been terminated in accordance with Section 7.1Agreement, the FPL Merger or the other transactions contemplated hereby or (iii) the approval or recommendation of any FPL Superior Proposal. (c) Parent Entergy shall, as soon as reasonably practicable following effectiveness the date of the Form S-4this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders shareholders (the “Parent Stockholder "Entergy Shareholders Meeting”") for the purpose of seeking obtaining the Parent Stockholder Entergy Shareholder Approval. Subject to Section 5.3(i)Without limiting the generality of the foregoing, Parent shall, through the Parent Board, recommend Entergy agrees that its stockholders approve obligations pursuant to the Share Issuance first sentence of this Section 5.01(c) shall not be affected by (i) the “Parent Recommendation”)commencement, public proposal, public disclosure or communication to Entergy of any Entergy Takeover Proposal, (ii) the withdrawal or modification by the Board of Directors of Entergy of its approval or recommendation of this Agreement, the Entergy Merger or the other transactions contemplated hereby or (iii) the approval or recommendation of any Entergy Superior Proposal. (d) FPL and shall Entergy will use their reasonable best efforts to (i) solicit from its stockholders proxies in favor hold the Entergy Shareholders Meeting and the FPL Shareholders Meeting on the same date and as soon as practicable after the date of the Share Issuance and (ii) take all other action necessary or advisable to secure the Parent Stockholder Approval and (iii) the Parent Board shall not make a Parent Adverse Recommendation Change. Parent shall have the right to postpone or adjourn the Parent Stockholder Meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time Parent has not received a number of proxies that it reasonably believes sufficient to obtain the Parent Stockholder Approval at the Parent Stockholder Meeting, or (3) to the extent required by applicable Law, or (B) with the written consent of the Companythis Agreement.

Preparation of the Form S. 4 and the Joint Proxy Statement; Stockholders MeetingShareholders Meetings. (a) As soon as practicable following the date of this Agreement, (i) Parent and the Company and Parent shall jointly prepare and cause to be filed file with the SEC the Joint Proxy Statement in preliminary form and (ii) Parent shall prepare, provide the Company with a reasonable opportunity to review prepare and comment on (and consider the Company’s comments in good faith) and cause to be filed 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 offer of the Company and Parent Common Stock to be issued in Merger I. Each of Parent and the Company shall use its reasonable best efforts (i) to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of the Company and Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing, (ii) prior to the effective date of the Form S-4, take all action reasonably required to be taken under any applicable state securities Laws in connection with the Parent Common Stock issuable in connection with Merger I and (iii) to keep the Form S-4 effective as long as necessary to consummate Merger I and Merger II. 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, as applicable, without the other’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other the opportunity to review and comment thereon. Parent or the Company, as applicable, will notify the other promptly after it receives oral or written notice 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 Merger I 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 other with copies of any written communication received from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to the Form S-4 or the Joint Proxy Statement, so that any 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 prepared promptly and, after the other party has had a reasonable opportunity to review and comment thereon, shall be filed promptly with the SEC, and, to the extent required by applicable Law, disseminated to the respective stockholders of Parent and the Company. Each of Parent and the The Company shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to the respective stockholders of Company's shareholders, and Parent and shall use reasonable best efforts to cause the CompanyJoint Proxy Statement to be mailed to Parent's shareholders, as applicable, in each as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Notwithstanding anything Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities or "blue sky" laws in connection with the contrary issuance of Parent Common Stock and Parent Rights in this Section 5.4(a), nothing in this Section 5.4(a) shall prohibit the Merger and the Company or Parent from making any filing shall furnish all information concerning the Company and the holders of any Quarterly Report on Form 10-Q, Annual Report on Form 10-K or Current Report on Form 8-K required the Company Common Stock and rights to acquire Company Common Stock pursuant to the Exchange ActCompany Stock Plans as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any 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 Merger. (b) If prior to the Effective Time, any event occurs with respect to the Company or any Company Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, the Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company's shareholders and to Parent's shareholders. (c) If prior to the Effective Time, any event occurs with respect to Parent or any Parent Subsidiary, or any change occurs with respect to other information supplied by Parent for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, Parent shall promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company's shareholders and to Parent's shareholders. (d) The Company shall, as soon as reasonably practicable following effectiveness the date of the Form S-4this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders shareholders (the “"Company Stockholder Shareholders Meeting”") for the purpose of seeking the Company Stockholder Shareholder Approval. Subject to Section 5.3(e), Section 5.3(f) and Section 5.3(g), the The Company shall, through the Company Board, recommend to its shareholders that they give the Company Shareholder Approval, except to the extent that the Company Board shall have withdrawn or modified its stockholders adopt and approve approval or recommendation of this Agreement or the Merger as permitted by Section 5.02(b). Notwithstanding any Company Adverse Recommendation Change, the Company shall nevertheless submit this Agreement and the Transactions, including Merger I (to the “Company Recommendation”), and shall use reasonable best efforts to (i) solicit from its stockholders proxies in favor shareholders of the adoption Company for the purpose of this Agreement and (ii) take all other action necessary or advisable to secure obtaining the Company Stockholder Approval, and the Company Board shall not make a Company Adverse Recommendation Change. The Company shall have the right to postpone or adjourn the Company Stockholder Meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time the Company has not received a number of proxies that it reasonably believes sufficient to obtain the Company Stockholder Shareholder Approval at the Company Stockholder Meeting, or (3) Shareholders Meeting and nothing contained herein shall be deemed to the extent required by applicable Law, or (B) with the written consent of Parent. Without limiting the generality of the foregoing, the Company’s obligations pursuant to this Section 5.4(b) shall not be affected by the commencement, public proposal, public disclosure or public or private communication to relieve the Company of any Company Acquisition Proposal or by a Company Adverse Recommendation Change such obligation, unless this Agreement has shall have been terminated in accordance with Section 7.1its terms prior to the Company Shareholders Meeting. (ce) Parent shall, as soon as reasonably practicable following effectiveness the date of the Form S-4this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders shareholders (the “"Parent Stockholder Shareholders Meeting”") for the purpose of seeking the Parent Stockholder Shareholder Approval. Subject to Section 5.3(i), Parent shall, through the Parent Board, recommend to its shareholders that they give the Parent Shareholder Approval, except to the extent that the Parent Board shall have withdrawn or modified its stockholders approve approval or recommendation of this Agreement or the Merger as permitted by Section 5.03(b). Notwithstanding any Parent Adverse Recommendation Change, Parent shall nevertheless submit the Share Issuance and the Charter Amendment to the shareholders of Parent for the purpose of obtaining the Parent Shareholder Approval at the Parent Shareholders Meeting and nothing contained herein shall be deemed to relieve Parent of such obligation, unless this Agreement shall have been terminated in accordance with its terms prior to the Parent Shareholders Meeting. (the “Parent Recommendation”), and f) The Company shall use reasonable best efforts to cause to be delivered to Parent two letters of Deloitte & Touche LLP, the Company's independent public accountants, one dated a date within two business days before the date on which the Form S-4 shall become effective and one dated a date within two business days before the Closing Date, each addressed to Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (ig) solicit from its stockholders proxies in favor of the Share Issuance and (ii) take all other action necessary or advisable to secure the Parent Stockholder Approval and (iii) the Parent Board shall not make a Parent Adverse Recommendation Change. Parent shall have the right use reasonable best efforts to postpone or adjourn the Parent Stockholder Meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) cause to allow reasonable additional time to solicit additional proxies be delivered to the extent that at such time Parent has not received Company two letters of Deloitte & Touche LLP, Parent's independent public accountants, one dated a number of proxies that it reasonably believes sufficient to obtain date within two business days before the Parent Stockholder Approval at date on which the Parent Stockholder MeetingForm S-4 shall become effective and one dated a date within two business days before the Closing Date, or (3) each addressed to the extent required Company, in form and substance reasonably satisfactory to the Company and customary in scope and substance for letters delivered by applicable Law, or (B) independent public accountants in connection with registration statements similar to the written consent of the CompanyForm S-4.

Preparation of the Form S. 4 and Joint the Proxy Statement; Stockholders Meeting. (a) As soon as practicable following the date of this Agreement, (i) Parent and the Company and Parent shall jointly prepare and cause to be filed file with the SEC the Joint Proxy Statement and (ii) the Company and Parent shall prepare, provide the Company with a reasonable opportunity to review prepare and comment on (and consider the Company’s comments in good faith) and cause to be filed Parent 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 . Each of the offer of the Company and Parent Common Stock to be issued in Merger I. Each of Parent and the Company shall use its commercially reasonable best efforts (i) to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing, (ii) prior filing and keep the Form S-4 effective for so long as necessary to complete the Merger. The Company will use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the effective date of Company's shareholders as promptly as practicable after the Form S-4, S-4 is declared effective under the Securities Act. Parent shall also take all any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or 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 of Parent Class A Common Stock issuable in the Merger and the Company shall furnish all information concerning the Company and the holders of capital stock of the Company as may be reasonably requested in connection with Merger I and (iii) to keep the Form S-4 effective as long as necessary to consummate Merger I and Merger IIany such action. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Form S-4 will be made by Parent, or the Joint Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other the party a reasonable opportunity to review and comment thereon. Parent or will advise the Company, as applicable, will notify the 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 thereto has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Class A Common Stock issuable in connection with the Merger I for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Form S-4 or the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, information and will promptly provide the other with copies of any written communication received from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to the Form S-4 or the Joint Proxy Statement, so that any 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 prepared promptly and, after the other party has had a reasonable opportunity to review and comment thereon, shall be filed promptly with the SEC, and, to the extent required by applicable Law, disseminated to the respective stockholders of Parent and the Company. Each of Parent and the Company shall cause the Joint Proxy Statement to be mailed to the respective stockholders of Parent and the Company, as applicablewill, as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Notwithstanding anything practicable, provide to the contrary in this Section 5.4(a), nothing in this Section 5.4(a) shall prohibit Company copies of all correspondence and filings with the Company or Parent from making any filing of any Quarterly Report on Form 10-Q, Annual Report on Form 10-K or Current Report on Form 8-K required pursuant SEC with respect to the Exchange Act. (b) The Company shall, as soon as reasonably practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”) for the purpose of seeking the Company Stockholder Approval. Subject to Section 5.3(e), Section 5.3(f) and Section 5.3(g), the Company shall, through the Company Board, recommend that its stockholders adopt and approve this Agreement and the Transactions, including Merger I (the “Company Recommendation”), and shall use reasonable best efforts to (i) solicit from its stockholders proxies in favor of the adoption of this Agreement and (ii) take all other action necessary or advisable to secure the Company Stockholder Approval, and the Company Board shall not make a Company Adverse Recommendation Change. The Company shall have will advise Parent, promptly after it receives notice thereof, of any request by the right to postpone or adjourn the Company Stockholder Meeting (A) by not more than thirty (30) days in the aggregate (1) SEC for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time the Company has not received a number of proxies that it reasonably believes sufficient to obtain the Company Stockholder Approval at the Company Stockholder Meeting, or (3) to the extent required by applicable Law, or (B) with the written consent of Parent. Without limiting the generality amendment of the foregoing, the Company’s obligations pursuant to this Section 5.4(b) shall not be affected Proxy Statement or comments thereon and responses thereto or requests by the commencement, public proposal, public disclosure or public or private communication to the Company of any Company Acquisition Proposal or by a Company Adverse Recommendation Change unless this Agreement has been terminated in accordance with Section 7.1. (c) Parent shallSEC for additional information and will, as soon promptly as reasonably practicable following effectiveness practicable, provide to Parent copies of the Form S-4, duly call, give notice of, convene and hold a meeting of its stockholders (the “Parent Stockholder Meeting”) for the purpose of seeking the Parent Stockholder Approval. Subject to Section 5.3(i), Parent shall, through the Parent Board, recommend that its stockholders approve the Share Issuance (the “Parent Recommendation”), and shall use reasonable best efforts to (i) solicit from its stockholders proxies in favor of the Share Issuance and (ii) take all other action necessary or advisable to secure the Parent Stockholder Approval and (iii) the Parent Board shall not make a Parent Adverse Recommendation Change. Parent shall have the right to postpone or adjourn the Parent Stockholder Meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time Parent has not received a number of proxies that it reasonably believes sufficient to obtain the Parent Stockholder Approval at the Parent Stockholder Meeting, or (3) to the extent required by applicable Law, or (B) with the written consent of the Company.correspondence