Common use of Preparation of the Form S Clause in Contracts

Preparation of the Form S. 4 and the Consent Solicitation Statement. (a) As promptly as reasonably practicable after the date of this Agreement, Venus and Comet shall cooperate in preparing a joint consent solicitation statement (and any amendment or supplement thereto) with respect to the solicitation of written consents from the stockholders of Venus and Comet in connection with the Venus Stockholder Approval and the Comet Stockholder Approval, respectively (the “Consent Solicitation Statement”) and the registration statement on Form S-4 (and any amendment or supplement thereto) pursuant to which the issuance of shares of Comet Common Stock in the Merger will be registered with the SEC (the “Registration Statement”) (in which the Consent Solicitation Statement will be included as a prospectus), Venus and Comet shall jointly file the Consent Solicitation Statement and Comet shall file the Registration Statement with the SEC. Each of Comet and Venus shall use its reasonable best efforts to cause the Registration Statement to become effective under the Securities Act as soon after such filing as practicable, to ensure that the Registration Statement complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The parties shall promptly provide copies of any written comments received from the SEC with respect to the Consent Solicitation Statement and the Registration Statement and promptly advise one another of any oral comments received from the SEC. Prior to filing the Registration Statement (or any amendment or supplement thereto) or mailing the Consent Solicitation Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Venus and Comet shall cooperate and provide the other a reasonable opportunity to review and comment on such document or response in advance (including the proposed final version of such document or response), except to the extent such disclosures relate to a Venus Acquisition Proposal or a Comet Acquisition Proposal. Neither the Consent Solicitation Statement nor the Registration Statement, nor any amendment or supplement thereto, shall be filed without the approval of each of Venus and Comet, which approval shall not be unreasonably withheld, conditioned or delayed by either party; provided that with respect to documents filed by a party which are incorporated by reference in the Consent Solicitation Statement or the Registration Statement, this right of approval shall apply only with respect to information relating to the other party or such other party’s business, financial condition or results of operations, or the combined entity (including the Merger and the other transactions contemplated by this Agreement). (b) Comet and Venus shall make all necessary filings with respect to the Merger and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable “blue sky” laws and the rules and regulations thereunder. Each party will advise the others, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Comet Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Consent Solicitation Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, any information relating to Comet or Venus, or any of their respective Affiliates, officers or directors, should be discovered by Comet or Venus that should be set forth in an amendment or supplement to the Registration Statement or the Consent Solicitation Statement, so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law or Order, disseminated to the stockholders of Venus and Comet. (c) Venus shall use its reasonable best efforts to cause the Consent Solicitation Statement to be mailed to the stockholders of Venus, to seek the Venus Stockholder Approval via written consent and to take such other actions as may be necessary under applicable Law or as may be required by an applicable Order in connection with obtaining the Venus Stockholder Approval via written consent, in each case as promptly as practicable after the Registration Statement is declared effective under the Securities Act. (d) Comet shall use its reasonable best efforts to cause the Consent Solicitation Statement to be mailed to the stockholders of Comet, to seek the Comet Stockholder Approval via written consent and to take such other actions as may be necessary under applicable Law or as may be required by an applicable Order in connection with obtaining the Comet Stockholder Approval via written consent, in each case as promptly as practicable after the Registration Statement is declared effective under the Securities Act. (e) Neither Venus nor Comet shall call or convene any meeting of its stockholders in connection with the Venus Stockholder Approval or the Comet Stockholder Approval, respectively. The Consent Solicitation Statement shall include the Venus Transaction Committee Recommendation, the Venus Recommendation, the Comet Transaction Committee Recommendation, the Comet Recommendation, and the recommendation of the Board of Directors of Venus and of the Board of Directors of Comet in favor of approval of any resolution required by Rule 14a-21(c) under the Exchange Act to approve, on an advisory basis, the compensation required to be disclosed in the Registration Statement pursuant to Item 402(t) of Regulation S-K, except to the extent there has been a Venus Adverse Recommendation Change permitted by Section 7.04 (in the case of the Venus Transaction Committee Recommendation or the Venus Recommendation) or there has been a Comet Adverse Recommendation Change permitted by Section 7.05 (in the case of the Comet Transaction Committee Recommendation or the Comet Recommendation). The only corporate actions to be set forth in the Consent Solicitation Statement are (i) the adoption of this Agreement by the holders of Venus Common Stock, (ii) the adoption of this Agreement by the holders of Comet Common Stock and (iii) any other matters contemplated by this Agreement that may be required to be approved by the holders of Venus Common Stock and/or the holders of Comet Common Stock under applicable Law or as may be required by an applicable Order.

Preparation of the Form S. 4 and the Consent Solicitation Joint Proxy Statement; Shareholders Meetings. (a) As promptly as reasonably practicable after the date execution of this Agreement, Venus (i) Holdings and Comet AmSurg shall cooperate in preparing a joint consent solicitation statement (jointly prepare and any amendment or supplement thereto) cause to be filed with respect the SEC, the Joint Proxy Statement to the solicitation of written consents from be sent to the stockholders of Venus and Comet in connection with the Venus Stockholder Approval Holdings and the Comet Stockholder Approval, respectively (shareholders of AmSurg relating to the “Consent Solicitation Statement”) Holdings Stockholders Meeting and the registration statement on Form S-4 AmSurg Shareholders Meeting, respectively, and (ii) Holdings and any amendment or supplement thereto) pursuant to which the issuance of shares of Comet Common Stock in the Merger will be registered AmSurg shall prepare and AmSurg and New Amethyst shall file with the SEC (the “Registration Statement”) (Form S-4, in which the Consent Solicitation Joint Proxy Statement will be included as a prospectus), Venus and Comet shall jointly file the Consent Solicitation Statement and Comet shall file the Registration Statement in connection with the SECregistration under the Securities Act of the shares of New Amethyst Common Stock to be issued in the Mergers and the shares of New Amethyst Series A-1 Preferred Stock to be issued in Merger 1. Each of Comet Holdings, AmSurg and Venus New Amethyst shall use its reasonable best efforts to cause the Registration Statement to become Form S-4 declared effective under the Securities Act as soon promptly as practicable after such filing as practicable(including by responding to comments of the SEC) and, prior to ensure that the Registration Statement complies effective date of the Form S-4, each of Holdings, AmSurg and New Amethyst shall take all action reasonably required (other than qualifying to do business in all material respects any jurisdiction in which it is not now so qualified or filing a general consent to service of process in any such jurisdiction) to be taken under any applicable securities Laws in connection with the applicable provisions issuance of AmSurg Common Stock, New Amethyst Common Stock and New Amethyst Series A-1 Preferred Stock. Each of Holdings and AmSurg shall furnish all information as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Securities Act Form S-4 and the Exchange Act Joint Proxy Statement. As promptly as practicable after the Form S-4 shall have become effective, each of Holdings and AmSurg shall use its reasonable best efforts to keep cause the Registration Joint Proxy Statement effective to be mailed to its respective stockholders or shareholders, as long as is necessary to consummate the Mergerapplicable. The parties shall promptly provide copies of any written comments received from the SEC with respect to the Consent Solicitation Statement and the Registration Statement and promptly advise one another of any oral comments received from the SEC. Prior to No filing the Registration Statement (of, or any amendment or supplement thereto) to, the Form S-4 will be made by AmSurg or mailing the Consent Solicitation Statement (New Amethyst, and no filing of, or any amendment or supplement thereto) to, the Joint Proxy Statement will be made by Holdings or responding to any comments of the SEC with respect theretoAmSurg, in each of Venus and Comet shall cooperate and provide case without providing the other party with a reasonable opportunity to review and comment on such document or response in advance (including the proposed final version of such document or response), except to the extent such disclosures relate to a Venus Acquisition Proposal or a Comet Acquisition Proposal. Neither the Consent Solicitation Statement nor the Registration Statement, nor any amendment or supplement thereto, shall be filed without the approval of each of Venus and Comet, which approval shall not be unreasonably withheld, conditioned or delayed by either party; provided that with respect to documents filed by a party which are incorporated by reference in the Consent Solicitation Statement or the Registration Statement, this right of approval shall apply only with respect to information relating to the other party or such other party’s business, financial condition or results of operations, or the combined entity (including the Merger and the other transactions contemplated by this Agreement). (b) Comet and Venus shall make all necessary filings with respect to the Merger and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable “blue sky” laws and the rules and regulations thereunder. Each party will advise the others, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Comet Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Consent Solicitation Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationthereon. If at any time prior to the Merger 1 Effective Time, Time any information relating to Comet Holdings or VenusAmSurg, or any of their respective Affiliatesaffiliates, officers directors or directorsofficers, should be discovered by Comet Holdings, AmSurg or Venus that New Amethyst which should be set forth in an amendment or supplement to either the Registration Statement Form S-4 or the Consent Solicitation Joint Proxy Statement, so that either such documents document would not include contain any misstatement statement which, at the time and in the light of a the circumstances under which it is made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not false or misleading, the party which that discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law or OrderLaw, disseminated to the stockholders of Venus Holdings and Comet. (c) Venus the shareholders of AmSurg. AmSurg shall notify Holdings promptly of the time when the Form S-4 has become effective, and of the issuance of any stop order or suspension of the qualification of the shares of New Amethyst Common Stock issuable in connection with the Mergers and the shares of New Amethyst Series A-1 Preferred Stock issuable in connection with Merger 1 for offering or sale in any jurisdiction. In addition, each party agrees to provide the other party and their respective counsel with copies of any written comments, and shall inform the other party of any oral comments, that such party or its counsel may receive from time to time from the SEC or its staff with respect to the Form S-4 or the Joint Proxy Statement promptly after receipt of such comments, and any written or oral responses thereto. Each party and their respective counsel shall be given a reasonable opportunity to review any such written responses and each party shall give due consideration to the additions, deletions or changes suggested thereto by the other party and their respective counsel. Each party shall use its reasonable best efforts to cause the Consent Solicitation Statement to be mailed to the stockholders of Venus, to seek the Venus Stockholder Approval via written consent and to take such other actions as may be necessary under applicable Law or as may be required by an applicable Order in connection with obtaining the Venus Stockholder Approval via written consent, in each case as promptly as practicable after the Registration Statement is declared effective under the Securities Act. (d) Comet shall use its reasonable best efforts to cause the Consent Solicitation Statement to be mailed to the stockholders of Comet, to seek the Comet Stockholder Approval via written consent and to take such other actions as may be necessary under applicable Law or as may be required by an applicable Order in connection with obtaining the Comet Stockholder Approval via written consent, in each case as promptly as practicable after the Registration Statement is declared effective under the Securities Act. (e) Neither Venus nor Comet shall call or convene any meeting of its stockholders ensure that all proxies solicited in connection with the Venus Stockholder Approval or Holdings Stockholders Meeting and the Comet Stockholder Approval, respectively. The Consent Solicitation Statement shall include AmSurg Shareholders Meeting are solicited in compliance with the Venus Transaction Committee RecommendationDGCL, the Venus Recommendationrules of the NYSE, the Comet Transaction Committee Recommendation, the Comet Recommendation, Holdings Charter and the recommendation of the Board of Directors of Venus and of the Board of Directors of Comet in favor of approval of any resolution required by Rule 14a-21(c) under the Exchange Act to approveHoldings Bylaws, on an advisory basis, the compensation required to be disclosed in the Registration Statement pursuant to Item 402(t) of Regulation S-K, except to the extent there has been a Venus Adverse Recommendation Change permitted by Section 7.04 (in the case of Holdings, and the Venus Transaction Committee Recommendation or TBCA, the Venus Recommendation) or there has been a Comet Adverse Recommendation Change permitted by Section 7.05 (rules of the NASDAQ, the AmSurg Charter and the AmSurg Bylaws, in the case of the Comet Transaction Committee Recommendation or the Comet Recommendation). The only corporate actions to be set forth in the Consent Solicitation Statement are (i) the adoption of this Agreement by the holders of Venus Common Stock, (ii) the adoption of this Agreement by the holders of Comet Common Stock and (iii) any other matters contemplated by this Agreement that may be required to be approved by the holders of Venus Common Stock and/or the holders of Comet Common Stock under applicable Law or as may be required by an applicable OrderAmSurg.

Preparation of the Form S. 4 and the Consent Solicitation Joint Proxy Statement; Shareholders’ Meetings. (a) As promptly soon as reasonably practicable after following the date of this Agreement, Venus Parent and Comet the Company shall cooperate in preparing a joint consent solicitation statement (jointly prepare and any amendment or supplement thereto) cause to be filed with the SEC, the Joint Proxy Statement, and Parent shall prepare and cause to be filed with the SEC the Form S-4 with respect to the solicitation of written consents from the stockholders of Venus and Comet in connection with the Venus Stockholder Approval and the Comet Stockholder Approval, respectively (the “Consent Solicitation Statement”) and the registration statement on Form S-4 (and any amendment or supplement thereto) pursuant to which the issuance of shares of Comet Parent Common Stock Shares issuable in the Merger will be registered with the SEC (the “Registration Statement”) (Merger, in which the Consent Solicitation Joint Proxy Statement will shall be included as a prospectus), Venus and Comet shall jointly file the Consent Solicitation Statement and Comet shall file the Registration Statement with the SEC. Each of Comet Parent and Venus the Company shall use its reasonable best efforts to cause have the Registration Statement to become Form S-4 declared effective under the Securities Act as soon promptly as practicable after such filing as practicable, to ensure that the Registration Statement complies in all material respects with the applicable provisions of the Securities Act filing. Parent and the Exchange Act and to keep Company shall, as promptly as practicable after receipt thereof, provide the Registration Statement effective as long as is necessary to consummate the Merger. The parties shall promptly provide other party copies of any written comments received from and advise the SEC other party of any oral comments, with respect to the Consent Solicitation Joint Proxy Statement and the Registration Statement and promptly advise one another of any oral comments received from the SEC. Prior to filing Parent and the Registration Statement (or any amendment or supplement thereto) or mailing the Consent Solicitation Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Venus and Comet Company shall cooperate and provide the other party with a reasonable opportunity to review and comment on such document or response in advance (including the proposed final version of such document or response), except to the extent such disclosures relate to a Venus Acquisition Proposal or a Comet Acquisition Proposal. Neither the Consent Solicitation Statement nor the Registration Statement, nor any amendment or supplement theretoto the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be filed made without the approval of each of Venus both Parent and Cometthe Company, which approval shall not be unreasonably withheld, conditioned or delayed by either partydelayed; provided that with respect to documents filed by a party which that are incorporated by reference in the Consent Solicitation Statement Form S-4 or the Registration Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or such other party’s its business, financial condition or results of operations, or the combined entity (including the Merger entity; and the other transactions contemplated by provided, further, that this Agreement). (b) Comet and Venus approval right shall make all necessary filings not apply with respect to information relating to a Company Recommendation Change or a Parent Recommendation Change. The Company shall use reasonable best efforts to cause the Merger Joint Proxy Statement to be mailed to the Company’s shareholders, and Parent shall use reasonable best efforts to cause the transactions contemplated hereby Joint Proxy Statement to be mailed to Parent’s shareholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act and the Exchange Act and applicable “blue sky” laws and the rules and regulations thereunderAct. Each party will shall advise the othersother party, promptly after it receives notice thereof, of the time when the Registration Statement 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 Comet Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Consent Solicitation Joint Proxy Statement or the Registration Statement Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, Time any information relating to Comet or Venusthe Company, Parent, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered by Comet the Company or Venus Parent that should be set forth in an amendment or supplement to any of the Registration Statement Form S-4 or the Consent Solicitation Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law or OrderApplicable Law, disseminated to the stockholders shareholders of Venus the Company and Cometshareholders of Parent. (cb) Venus shall use its reasonable best efforts to cause the Consent Solicitation Statement to be mailed to the stockholders of VenusThe Company shall, to seek the Venus Stockholder Approval via written consent and to take such other actions as may be necessary under applicable Law or as may be required by an applicable Order in connection with obtaining the Venus Stockholder Approval via written consent, in each case as promptly as practicable after the Registration Statement Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders Meeting”) in accordance with the Bermuda Companies Act and the Company Bye-laws for the purpose of obtaining the Company Shareholder Approval and shall, subject to the provisions of Section 5.2(c) and Section 5.2(e), through its Board of Directors, recommend to its shareholders the approval of this Agreement and the Statutory Merger Agreement and the consummation of the Merger and the other Transactions. The Company may only postpone or adjourn the Company Shareholders Meeting (i) if necessary to solicit additional proxies for the purpose of obtaining the Company Shareholder Approval, (ii) due to the absence of a quorum and (iii) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that the Company has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders Meeting; provided, however, that the Company shall postpone or adjourn the Company Shareholders Meeting up to two times for up to thirty days each time upon the written request of Parent if necessary to solicit additional proxies for the purpose of obtaining the Company Shareholder Approval. (dc) Comet shall use its reasonable best efforts to cause the Consent Solicitation Statement to be mailed to the stockholders of CometParent shall, to seek the Comet Stockholder Approval via written consent and to take such other actions as may be necessary under applicable Law or as may be required by an applicable Order in connection with obtaining the Comet Stockholder Approval via written consent, in each case as promptly as practicable after the Registration Statement Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its shareholders (the “Parent Shareholders Meeting”) in accordance with the New York Business Corporation Law and the Parent Bylaws for the purpose of obtaining the Parent Shareholder Approval and shall, subject to the provisions of Section 5.3(c) and Section 5.3(e), through its Board of Directors, recommend to its shareholders the approval of the Parent Share Issuance. Parent may only postpone or adjourn the Parent Shareholders Meeting (i) if necessary to solicit additional proxies for the purpose of obtaining the Parent Shareholder Approval, (ii) due to the absence of a quorum, and (iii) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that Parent has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of Parent prior to the Parent Shareholders Meeting; provided, however, that Parent shall postpone or adjourn the Parent Shareholders Meeting up to two times for up to thirty days each time upon the written request of the Company if necessary to solicit additional proxies for the purpose of obtaining the Parent Shareholders Approval. (d) The Company and Parent shall use reasonable best efforts to hold the Company Shareholders Meeting and the Parent Shareholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement. (e) Neither Venus nor Comet shall call or convene any meeting The only matters to be voted upon at each of its stockholders in connection with the Venus Stockholder Approval or the Comet Stockholder Approval, respectively. The Consent Solicitation Statement shall include the Venus Transaction Committee Recommendation, the Venus Recommendation, the Comet Transaction Committee Recommendation, the Comet Recommendation, Company Shareholders Meeting and the recommendation of the Board of Directors of Venus and of the Board of Directors of Comet in favor of approval of any resolution required by Rule 14a-21(cParent Shareholders Meeting are (i) under the Exchange Act to approve, on an advisory basis, the compensation required to be disclosed in the Registration Statement pursuant to Item 402(t) of Regulation S-K, except to the extent there has been a Venus Adverse Recommendation Change permitted by Section 7.04 (in the case of the Venus Transaction Committee Recommendation or Company, the Venus Recommendationapproval of this Agreement, the Statutory Merger Agreement and the Transactions, (ii) or there has been a Comet Adverse Recommendation Change permitted by Section 7.05 (in the case of Parent, the Comet Transaction Committee Recommendation or the Comet Recommendation). The only corporate actions to be set forth in the Consent Solicitation Statement are (i) the adoption of this Agreement by the holders of Venus Common StockParent Share Issuance, (ii) the adoption of this Agreement by the holders of Comet Common Stock and (iii) any adjournment or postponement of the Company Shareholders Meeting or the Parent Shareholders Meeting, as applicable, and (iv) any other matters contemplated by this Agreement that may be required to be approved by the holders of Venus Common Stock and/or the holders of Comet Common Stock under applicable Law or as may be are required by an applicable OrderApplicable Law.

Preparation of the Form S. 4 and the Consent Solicitation Joint Proxy Statement; Potlatch Stockholders Meeting and Deltic Stockholders Meeting. (a) As promptly as reasonably practicable after following the date of this Agreement, Venus and Comet no later than 45 days following the date of this Agreement (or such other date as is mutually agreed by Potlatch and Deltic), Potlatch and Deltic shall cooperate in preparing jointly prepare and cause to be filed with the SEC a joint consent solicitation proxy statement (and any amendment or supplement thereto) with respect to the solicitation of written consents from be sent to the stockholders of Venus Potlatch relating to the Potlatch Stockholders Meeting and Comet in connection to the stockholders of Deltic relating to the Deltic Stockholders Meeting (together with the Venus Stockholder Approval and the Comet Stockholder Approvalany amendments or supplements thereto, respectively (the “Consent Solicitation Joint Proxy Statement”) and the registration statement on Form S-4 (Potlatch shall prepare and any amendment or supplement thereto) pursuant cause to which the issuance of shares of Comet Common Stock in the Merger will be registered filed with the SEC (the “Registration Statement”) (Form S-4, in which the Consent Solicitation Joint Proxy Statement will be included as a prospectus), Venus and Comet Potlatch and Deltic shall jointly file use their respective reasonable best efforts to have the Consent Solicitation Statement and Comet shall file Form S-4 declared effective under the Registration Statement with the SECSecurities Act as promptly as practicable after such filing. Each of Comet Potlatch and Venus Deltic 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 the Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of Potlatch and Deltic shall, promptly following receipt thereof, provide the other party with copies of any written comments and advise the other party of any oral 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 Potlatch and Deltic shall use its reasonable best efforts to cause the Registration Statement respond as promptly as practicable to become effective under the Securities Act as soon after such filing as practicable, to ensure that the Registration Statement complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The parties shall promptly provide copies of any written comments received from the SEC with respect to the Consent Solicitation Statement and Form S-4 or Joint Proxy Statement. Notwithstanding the Registration Statement and promptly advise one another of any oral comments received from the SEC. Prior foregoing, prior to filing the Registration Statement Form S-4 (or any amendment or supplement thereto) or mailing the Consent Solicitation Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Venus Potlatch and Comet Deltic (i) shall cooperate and provide the other a reasonable an opportunity to review and comment on such document or response in advance (including the proposed final version of such document or response), except (ii) shall include in such document or response all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the extent such disclosures relate SEC prior to a Venus Acquisition Proposal or a Comet Acquisition Proposal. Neither the Consent Solicitation Statement nor the Registration Statement, nor any amendment or supplement thereto, shall be filed without receiving the approval of each of Venus and Cometthe other, which approval shall not be unreasonably withheld, conditioned or delayed by either party; provided that with respect to documents filed by a party which are incorporated by reference in the Consent Solicitation Statement or the Registration Statement, this right of approval shall apply only with respect to information relating to the other party or such other party’s business, financial condition or results of operations, or the combined entity (including the Merger and the other transactions contemplated by this Agreement). (b) Comet and Venus shall make all necessary filings with respect to the Merger and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable “blue sky” laws and the rules and regulations thereunderdelayed. Each party will of Potlatch and Deltic shall advise the othersother, promptly after it receives receipt of notice thereof, of the time when of effectiveness of the Registration Statement has become effective or any supplement or amendment has been filedForm S-4, the issuance of any stop order, order relating thereto or the suspension of the qualification of the Comet Common Stock issuable in connection with the Merger Consideration for offering or sale in any jurisdiction, and each of Potlatch and Deltic shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of Potlatch and Deltic shall also take any request by 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 SEC for amendment 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 Consent Solicitation Statement or Merger Consideration. (b) If, to the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time Knowledge of Potlatch, prior to the Effective Time, any information relating event occurs with respect to Comet Potlatch or Venusany Potlatch Subsidiary, or any of their respective Affiliateschange occurs, officers or directorsinaccuracy is discovered, should with respect to information supplied by Potlatch for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be discovered by Comet or Venus that should be set forth described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form X-0, Xxxxxxxx shall promptly notify Deltic of such event, and Potlatch and Deltic shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Registration Joint Proxy Statement or the Consent Solicitation StatementForm S-4 and, so that such documents 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 which discovers information contained in such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information to Potlatch’s stockholders and Deltic’s stockholders. Nothing in this Section 6.01(b) shall be promptly filed with limit the SEC and, to the extent required by Law or Order, disseminated to the stockholders obligations of Venus and Cometany party under Section 6.01(a). (c) Venus If, to the Knowledge of Deltic, prior to the Effective Time, any event occurs with respect to Deltic or any Deltic Subsidiary, or any change occurs, or inaccuracy is discovered, with respect to information supplied by Deltic 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, Deltic shall promptly notify Potlatch of such event, and Potlatch and Deltic 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 Potlatch’s stockholders and Deltic’s stockholders. Nothing in this Section 6.01(c) shall limit the obligations of any party under Section 6.01(a). (d) Potlatch shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold the Potlatch Stockholders Meeting for the purpose of seeking the Potlatch Stockholder Approval. Potlatch shall use its reasonable best efforts (x) to cause the Joint Proxy Statement to be mailed to Potlatch’s stockholders and (y) to hold the Potlatch Stockholders Meeting as soon as practicable after the Form S-4 is declared effective under the Securities Act, in each case in accordance with applicable Law, the Potlatch Charter and the Potlatch By-laws. Unless the Potlatch Board has made a Potlatch Adverse Recommendation Change as permitted by Section 5.02(b), Potlatch shall, through the Potlatch Board, recommend to its stockholders that they give the Potlatch Stockholder Approval, shall include such recommendation in the Joint Proxy Statement and shall use reasonable best efforts to solicit the Potlatch Stockholder Approval. Except as expressly contemplated by the immediately preceding sentence or Section 5.02, Potlatch agrees that its obligations pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to Potlatch of any Potlatch Takeover Proposal or by the making of any Potlatch Adverse Recommendation Change by the Potlatch Board. Notwithstanding anything to the contrary contained in this Agreement, if Potlatch reasonably believes, after consulting with its outside counsel and Deltic, that (i) it is necessary to postpone or adjourn the Potlatch Stockholders Meeting to ensure that any required supplement or amendment to the Joint Proxy Statement is provided to the stockholders of Potlatch within a reasonable amount of time in advance of the Potlatch Stockholders Meeting or (ii) (A) it will not receive proxies sufficient to obtain the Potlatch Stockholder Approval, whether or not a quorum is present, or (B) it will not have sufficient Potlatch Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Potlatch Stockholders Meeting, then Potlatch, after consultation with Deltic, may postpone or adjourn, or make one or more successive postponements or adjournments of, the Potlatch Stockholders Meeting, as long as, in the case of any postponement or adjournment under clause (ii) of this sentence, the date of the Potlatch Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days. In the event that during the five Business Days prior to the date that the Potlatch Stockholders Meeting is then scheduled to be held, Potlatch delivers a notice of an intent to make a Potlatch Adverse Recommendation Change, Deltic may direct Potlatch to postpone the Xxxxxxxx Xxxxxxxxxxxx Meeting for up to six Business Days and Potlatch shall promptly, and in any event no later than the next Business Day, postpone the Potlatch Stockholders Meeting in accordance with Deltic’s direction, subject to Potlatch’s right to postpone the Potlatch Stockholders Meeting for a longer period pursuant to the immediately preceding sentence. (e) Deltic shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold the Deltic Stockholders Meeting for the purpose of seeking the Deltic Stockholder Approval. Deltic shall use its reasonable best efforts (x) to cause the Joint Proxy Statement to be mailed to Deltic’s stockholders and (y) to hold the Deltic Stockholders Meeting as soon as practicable after the Form S-4 is declared effective under the Securities Act, in each case in accordance with applicable Law, the Deltic Charter and the Deltic Bylaws. Unless the Deltic Board has made a Deltic Adverse Recommendation Change as permitted by Section 5.03(b), Deltic shall, through the Deltic Board, recommend to its stockholders that they give the Deltic Stockholder Approval, shall include such recommendation in the Joint Proxy Statement and shall use reasonable best efforts to solicit the Deltic Stockholder Approval. Except as expressly contemplated by the immediately preceding sentence or Section 5.03, Deltic agrees that its obligations pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to Deltic of any Deltic Takeover Proposal or by the making of any Deltic Adverse Recommendation Change by the Deltic Board. Notwithstanding anything to the contrary contained in this Agreement, if Deltic reasonably believes, after consulting with its outside counsel and Potlatch, that (i) it is necessary to postpone or adjourn the Deltic Stockholders Meeting to ensure that any required supplement or amendment to the Joint Proxy Statement is provided to the stockholders of Deltic within a reasonable amount of time in advance of the Deltic Stockholders Meeting or (ii) (A) it will not receive proxies sufficient to obtain the Deltic Stockholder Approval, whether or not a quorum is present, or (B) it will not have sufficient shares of Deltic Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Deltic Stockholders Meeting, then Deltic, after consultation with Potlatch, may postpone or adjourn, or make one or more successive postponements or adjournments of, the Deltic Stockholders Meeting, as long as, in the case of any postponement or adjournment under clause (ii) of this sentence, the date of the Deltic Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days. In the event that during the five Business Days prior to the date that the Deltic Stockholders Meeting is then scheduled to be held, Deltic delivers a notice of an intent to make a Deltic Adverse Recommendation Change, Potlatch may direct Deltic to postpone the Deltic Stockholders Meeting for up to six Business Days and Deltic shall promptly, and in any event no later than the next Business Day, postpone the Deltic Stockholders Meeting in accordance with Potlatch’s direction, subject to Deltic’s right to postpone the Deltic Stockholders Meeting for a longer period pursuant to the immediately preceding sentence. (f) Each of Potlatch and Deltic shall use its reasonable best efforts to cause hold the Consent Solicitation Statement to be mailed to Potlatch Stockholders Meeting and the stockholders of Venus, to seek the Venus Stockholder Approval via written consent and to take such other actions as may be necessary under applicable Law or as may be required by an applicable Order in connection with obtaining the Venus Stockholder Approval via written consent, in each case as promptly as practicable after the Registration Statement is declared effective under the Securities Act. (d) Comet shall use its reasonable best efforts to cause the Consent Solicitation Statement to be mailed to the stockholders of Comet, to seek the Comet Stockholder Approval via written consent and to take such other actions as may be necessary under applicable Law or as may be required by an applicable Order in connection with obtaining the Comet Stockholder Approval via written consent, in each case as promptly as practicable after the Registration Statement is declared effective under the Securities Act. (e) Neither Venus nor Comet shall call or convene any meeting of its stockholders in connection with the Venus Stockholder Approval or the Comet Stockholder ApprovalDeltic Stockholders Meeting, respectively. The Consent Solicitation Statement shall include , at the Venus Transaction Committee Recommendation, same time and on the Venus Recommendation, same date as the Comet Transaction Committee Recommendation, the Comet Recommendation, and the recommendation of the Board of Directors of Venus and of the Board of Directors of Comet in favor of approval of any resolution required by Rule 14a-21(c) under the Exchange Act to approve, on an advisory basis, the compensation required to be disclosed in the Registration Statement pursuant to Item 402(t) of Regulation S-K, except to the extent there has been a Venus Adverse Recommendation Change permitted by Section 7.04 (in the case of the Venus Transaction Committee Recommendation or the Venus Recommendation) or there has been a Comet Adverse Recommendation Change permitted by Section 7.05 (in the case of the Comet Transaction Committee Recommendation or the Comet Recommendation). The only corporate actions to be set forth in the Consent Solicitation Statement are (i) the adoption of this Agreement by the holders of Venus Common Stock, (ii) the adoption of this Agreement by the holders of Comet Common Stock and (iii) any other matters contemplated by this Agreement that may be required to be approved by the holders of Venus Common Stock and/or the holders of Comet Common Stock under applicable Law or as may be required by an applicable Orderparty.

Preparation of the Form S. 4 and the Consent Solicitation Proxy Statement.; ------------------------------------------------------- Stockholders Meetings --------------------- (a) As promptly soon as reasonably practicable after following the date of this Agreement, Venus the Company and Comet Parent shall cooperate in preparing a joint consent solicitation statement (prepare and any amendment or supplement thereto) with respect to the solicitation of written consents from the stockholders of Venus and Comet in connection with the Venus Stockholder Approval and the Comet Stockholder Approval, respectively (the “Consent Solicitation Statement”) and the registration statement on Form S-4 (and any amendment or supplement thereto) pursuant to which the issuance of shares of Comet Common Stock in the Merger will be registered file with the SEC (the “Registration Statement”) (Proxy Statement and Parent shall prepare and file with the SEC the Form S-4, in which the Consent Solicitation Proxy Statement will be included as a prospectus). Subject to Section 4.2, Venus each of the Company and Comet shall jointly file the Consent Solicitation Statement and Comet shall file the Registration Statement with the SEC. Each of Comet and Venus Parent shall use its reasonable best efforts to cause (i) have the Registration Statement to become Form S-4 declared effective under the Securities Act as soon promptly as practicable after such filing and (ii) cause the Proxy Statement to be mailed to the Company's stockholders as practicablepromptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and upon the exercise of Adjusted Options, 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 any such action. The Form S-4 and the Proxy Statement shall comply as to ensure that the Registration Statement complies form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and to keep the Registration Statement effective as long as is necessary to consummate the MergerAct. The parties shall Company and Parent shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments received from and advise the SEC other party of any oral comments, with respect to the Consent Solicitation Proxy Statement and the Registration Statement and promptly advise one another of any oral comments received from the SEC. Prior to filing the Registration Statement (or any amendment or supplement thereto) or mailing the Consent Solicitation Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Venus and Comet Parent shall cooperate and provide the other Company with a reasonable opportunity to review and comment on such document or response in advance (including the proposed final version of such document or response), except to the extent such disclosures relate to a Venus Acquisition Proposal or a Comet Acquisition Proposal. Neither the Consent Solicitation Statement nor the Registration Statement, nor any amendment or supplement theretoto the Form S-4 prior to filing such with the SEC, and shall provide the Company with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement or the Form S-4 shall be filed made without the approval of each of Venus and Cometboth parties, which approval shall not be unreasonably withheldwithheld or delayed; PROVIDED, conditioned or delayed by either party; provided that with respect to documents filed by a party which are incorporated by reference in the Consent Solicitation Statement Form S-4 or the Registration Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or such other party’s its business, financial condition or results of operations, operations or the combined entity (including the Merger and the other transactions contemplated by this Agreement). (b) Comet and Venus . No filing of, or amendment or supplement to, the Form S-4 shall make all necessary filings with respect be made by Parent, or to the Merger Proxy Statement shall be made by the Company, without providing the other party the opportunity to review and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable “blue sky” laws and the rules and regulations thereundercomment thereon. Each party will Parent shall advise the othersCompany, promptly after it receives notice thereof, of the time when the Registration Statement Form S-4 has become effective or any supplement or amendment has been filedeffective, the issuance of any stop order, the suspension of the qualification of the Comet Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Consent Solicitation Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Each party shall advise the other party, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or the Registration Statement Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, Time any information relating to Comet the Company or VenusParent, or any of their respective Affiliates, officers or directors, should be discovered by Comet the Company or Venus that Parent which should be set forth in an amendment or supplement to any of the Registration Statement Form S-4 or the Consent Solicitation Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law or Orderlaw, disseminated to the stockholders of Venus the Company and CometParent. (cb) Venus shall use its reasonable best efforts to cause The Company shall, as soon as reasonably practicable, consistent with the Consent Solicitation process of clearing the Proxy Statement to be mailed to with the stockholders of VenusSEC and having the SEC declare the Form S-4 effective, to seek the Venus Stockholder Approval via written consent all as provided in Section 5.1(a), establish a record date for, duly call, give notice of, convene and to take such other actions as may be necessary under applicable Law or as may be required by an applicable Order in connection with obtaining the Venus Stockholder Approval via written consent, in each case as promptly as practicable after the Registration Statement is declared effective under the Securities Act. (d) Comet shall use its reasonable best efforts to cause the Consent Solicitation Statement to be mailed to the stockholders of Comet, to seek the Comet Stockholder Approval via written consent and to take such other actions as may be necessary under applicable Law or as may be required by an applicable Order in connection with obtaining the Comet Stockholder Approval via written consent, in each case as promptly as practicable after the Registration Statement is declared effective under the Securities Act. (e) Neither Venus nor Comet shall call or convene any hold a meeting of its stockholders in connection with (the Venus "COMPANY STOCKHOLDERS MEETING") for the purpose of obtaining ---------------------------- the Company Stockholder Approval or the Comet Stockholder Approval, respectively. The Consent Solicitation Statement and shall include the Venus Transaction Committee Recommendation, the Venus Recommendation, the Comet Transaction Committee Recommendation, the Comet Recommendation, and the recommendation of the Board of Directors of Venus and of the Board of Directors of Comet in favor of approval of any resolution required by Rule 14a-21(c) under the Exchange Act take all lawful action to approve, on an advisory basis, the compensation required to be disclosed in the Registration Statement pursuant to Item 402(t) of Regulation S-K, except to the extent there has been a Venus Adverse Recommendation Change permitted by Section 7.04 (in the case of the Venus Transaction Committee Recommendation or the Venus Recommendation) or there has been a Comet Adverse Recommendation Change permitted by Section 7.05 (in the case of the Comet Transaction Committee Recommendation or the Comet Recommendation). The only corporate actions to be set forth in the Consent Solicitation Statement are (i) the solicit adoption of this Agreement by the required Company Stockholder Approval. Unless the Company has terminated this Agreement pursuant to Section 7.1(f) hereof, the Company shall, through its Board of Directors, recommend to its stockholders adoption of this Agreement (the "COMPANY RECOMMENDATION"), and except as ---------------------- expressly permitted by this Agreement, shall not withdraw, amend or modify in a manner adverse to Parent its recommendation. The Company shall ensure that the Company Stockholders Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Stockholders Meeting are solicited, in compliance with all applicable Legal Provisions. Without limiting the generality of the foregoing, (i) the Company agrees that its obligation to duly call, give notice of, convene and hold a meeting of the holders of Venus Company Common Stock, as required by this Section 5.1(b), shall not be affected by the withdrawal, amendment or modification of the Company Recommendation and (ii) the adoption of Company agrees that its obligations pursuant to this Agreement Section 5.1(b) shall not be affected by the holders commencement, public proposal, public disclosure or communication to the Company of Comet Common Stock and (iii) any other matters contemplated by this Agreement that may be required to be approved by the holders of Venus Common Stock and/or the holders of Comet Common Stock under applicable Law or as may be required by an applicable OrderTakeover Proposal.