Common use of Preparation of the Registration Statement and the Proxy Statement Clause in Contracts

Preparation of the Registration Statement and the Proxy Statement. (a) The Company and Parent shall promptly prepare and file with the SEC the Proxy Statement and Parent shall prepare and promptly file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Proxy Statement to its shareholders. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is now not so qualified) 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 the Substitute Shares (as defined in Section 5.6), 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. (b) Parent and the Company promptly will notify each other of the receipt of comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information, and promptly will supply each other with copies of all correspondence between the parties and the SEC with respect thereto. If, at any time prior to the Shareholder Meeting, any event should occur relating to or affecting the Company, Parent or Sub, or to their respective Subsidiaries, officers or directors, which event should be described in an amendment or supplement to the Registration Statement or the Proxy Statement, the parties promptly will inform each other and cooperate in preparing, filing and having declared effective or clearing with the SEC and, if required by applicable state securities laws, distributing to the Company's shareholders such amendment or supplement.

Preparation of the Registration Statement and the Proxy Statement. (a) The Company and Parent shall promptly prepare prepare, and the Company shall file with the SEC SEC, the Proxy Statement and Parent shall prepare and promptly file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Proxy Statement to its shareholdersstockholders. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is now not so qualified) reasonably 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 (other than qualifying to do business in any jurisdiction where it is not now so qualified or to file a general consent to service of the Substitute Shares (as defined process in Section 5.6any jurisdiction), 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. (b) . The Company and Parent shall use reasonable best efforts to cause their accountants and the Company promptly will notify each other of the receipt of comments from the SEC and of any request by the SEC for amendments counsel to deliver necessary or supplements to required instruments in connection with the Registration Statement or and the Proxy Statement or for additional informationStatement, including opinions, consents and promptly will supply each other with copies of all correspondence between the parties and the SEC with respect theretocertificates. If, at any time prior to the Shareholder MeetingEffective Time, the Company or Parent shall become aware of any event should occur relating that is required to or affecting the Company, Parent or Sub, or to their respective Subsidiaries, officers or directors, which event should be described in an amendment or supplement to the Registration Statement or the Proxy Statement, then such party shall promptly so advise the parties promptly will inform each other. Each of the Company and Parent shall give the other reasonable opportunity to review and cooperate comment on any filing (including amendments and supplements) in preparing, filing and having declared effective or clearing connection with the Registration Statement or the Proxy Statement before so filed and will provide the other with a copy of each such filing. In addition, each will advise the other of any comments (oral or written) received from the staff of the SEC andin connection with the Registration Statement or the Proxy Statement. (b) The Company shall use all reasonable best efforts to cause to be delivered to Parent a letter of Xxxxxx Xxxxxxxx LLP, if required the Company's independent auditors, dated a date within two business days before the date on which the Registration Statement shall become effective (and before the date on which each posteffective amendment to the Registration Statement shall become effective) and addressed to Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for letters delivered by applicable state securities lawsindependent public accountants in connection with registration statements similar to the Registration Statement. (c) Parent shall use all reasonable best efforts to cause to be delivered to the Company a letter of PriceWaterhouseCoopers, distributing Parent's independent auditors, dated a date within two business days before the date on which the Registration Statement shall become effective (and before the date on which each posteffective amendment to the Registration Statement shall become effective) and addressed to the Company's shareholders such amendment or supplement, in form and substance reasonably satisfactory to the Company and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.

Preparation of the Registration Statement and the Proxy Statement. (a) The Company and Parent As soon as reasonably practicable following the date of this Agreement: (i) Xxxxxxxxx shall promptly prepare and file cause to be filed with the SEC SEC, the Registration Statement, which shall include the Proxy Statement and Parent the Xxxxxxxxx US Prospectus; and (ii) Janus shall prepare and promptly file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectusStatement. Each of Parent Xxxxxxxxx and Xxxxx shall: (A) cooperate and provide the other party and its counsel with a reasonable opportunity to review and comment on the Registration Statement or the Proxy Statement, prior to filing of the Registration Statement with the SEC; and (B) cause the Registration Statement and the Company Proxy Statement, as applicable, to comply as to form and substance in all material respects with the requirements of Applicable Laws. (b) Each of Xxxxxxxxx and Janus shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. As promptly as practicable after filing (the date of effectiveness being the Registration Statement shall have become effective, the Company shall mail the Proxy Statement to its shareholdersEffective Date). Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is now not so qualified) 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 the Substitute Shares (as defined in Section 5.6), and the Company Each party shall furnish all information concerning it and its subsidiaries to the Company other party, and the holders of Company Common Stock provide such other assistance, as may be reasonably requested required in connection with the preparation, filing and distribution of the Registration Statement and the Proxy Statement. Xxxxxxxxx shall, as promptly as practicable after receipt thereof, provide Janus with copies of any written comments, responses or requests, and advise Janus of any oral comments, responses or requests, with respect to the Registration Statement received from the SEC. Xxxxxxxxx and Xxxxx shall cooperate and provide the other party and its counsel with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement prior to filing such actionwith 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 Proxy Statement or the Registration Statement shall be made without the approval of both Xxxxxxxxx and Janus, which approval shall not be unreasonably withheld, conditioned or delayed; provided that this approval right shall not apply with respect to information relating to a Janus Recommendation Change. (bc) Parent and the Company Xxxxxxxxx shall advise Janus, promptly will notify each other after it receives notice thereof, of the receipt time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of comments from the SEC and of any stop order, or any request by the SEC for amendments or supplements to amendment of the Registration Statement or comments thereon and responses thereto or requests by the Proxy Statement or SEC for additional information, and promptly will supply each other with copies of all correspondence between the parties and the SEC with respect thereto. If, at any time prior to the Shareholder MeetingEffective Time, any event should occur information relating to or affecting the CompanyJanus, Parent or SubHenderson, or to any of their respective SubsidiariesAffiliates, officers or directors, which event should be described discovered by Janus or Xxxxxxxxx that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, so that any part of 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 which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly will inform each other and cooperate in preparing, filing and having declared effective or clearing filed with the SEC and, if to the extent required by applicable state securities lawsApplicable Law, distributing disseminated to the Company's stockholders of Janus and shareholders of Xxxxxxxxx. (d) Janus shall use reasonable best efforts to cause the Proxy Statement to be mailed to Janus’s stockholders as promptly as practicable after the Registration Statement Effective Date. Notwithstanding any other provision herein to the contrary, subject to the immediately following sentence, Janus shall not (unless any such amendment information has already been made publicly available by Xxxxxxxxx) (i) publicly disclose any (A) forecasts relating to Xxxxxxxxx or supplementthe group consisting of Xxxxxxxxx, the Surviving Corporation and their respective subsidiaries or (B) financial information of Xxxxxxxxx relating to the 2016 fiscal year of Xxxxxxxxx or (ii) include any forecast or other financial information of Xxxxxxxxx relating to the 2016 fiscal year of Xxxxxxxxx in a Proxy Statement filed with the SEC prior to February 28, 2017 unless confidential treatment is afforded to such information, in each case, without the prior consent of Xxxxxxxxx (such consent not to be unreasonably withheld, conditioned or delayed taking into account market practice for disclosure in transactions of this type). In the event that any Governmental Entity requires public disclosure of any of the foregoing information or Janus is otherwise legally obligated to make such disclosure, the notice, consultation, cooperation and limited disclosure provisions set forth in Section 5.2 of the Confidentiality Agreement shall apply.

Preparation of the Registration Statement and the Proxy Statement. (a) The As promptly as practicable following the date of this Agreement, Parent and the Company shall prepare, and Parent shall promptly prepare and file with the SEC the Proxy Statement and Parent shall prepare and promptly file with the SEC SEC, the Registration Statement, in which the Proxy Statement will be included as a prospectus; provided, however, that Parent shall not be required to file the Registration Statement until such time as the Company has taken such action as is necessary to resolve in all material respects the matters set forth in the comment letter dated October 13, 2009 addressed to the Company from the SEC with respect to the Company’s Form 10-K for the year ended December 31, 2008 and Form 8-K furnished August 13, 2009 and any subsequent letters from the SEC addressed to the Company relating to the subject matter thereof (collectively, the “Company Comment Letter”), including the filing of any amendments to the Company’s current and periodic reports with the SEC as reasonably requested by Parent; provided, further, that notwithstanding the preceding proviso, Parent shall file the Registration Statement not later than 60 days after the date hereof so long as the Company has used its reasonable best efforts to resolve such matters set forth in the Company Comment Letter, subject to applicable rules and regulations of the SEC. Each of Parent and the Company shall cooperate in the preparation and filing of the Registration Statement and Proxy Statement, including the use by each of Parent and the Company of reasonable best efforts to cause to be delivered to the other a “comfort letter” of its independent auditors, dated the date two (2) Business Days prior to the date on which the Registration Statement becomes effective. Each of Parent and the Company shall use its reasonable best efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC and state securities Laws, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filingfiling and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. The Company and Parent shall provide the other with the opportunity to review and comment on such documents prior to their filing with the SEC. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other the opportunity to review and comment thereon; provided that the prior written consent of Parent shall not be required in connection with any filings made by the Company in connection with a Company Adverse Recommendation Change. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement 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 Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Registration Statement or the Proxy Statement 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 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, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC, after the other party has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, disseminated to the respective stockholders of the Company. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail distribute the Proxy Statement to its shareholders. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is now not so qualified) 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 the Substitute Shares (as defined in Section 5.6), 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 actionstockholders. (b) Parent and the Company promptly will notify each other of the receipt of comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information, and promptly will supply each other with copies of all correspondence between the parties and the SEC with respect thereto. If, at any time prior to the Shareholder Meeting, any event should occur relating to or affecting the Company, Parent or Sub, or to their respective Subsidiaries, officers or directors, which event should be described in an amendment or supplement to the Registration Statement or the Proxy Statement, the parties promptly will inform each other and cooperate in preparing, filing and having declared effective or clearing with the SEC and, if required by applicable state securities laws, distributing to the Company's shareholders such amendment or supplement.

Preparation of the Registration Statement and the Proxy Statement. (a) The Company and Parent shall promptly prepare and file with the SEC the Proxy Statement and Parent shall prepare and promptly file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Proxy Statement to its shareholders. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is now not so qualified) 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 the Substitute Shares Options (as defined in Section 5.65.7), 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. (b) Parent and the Company promptly will notify each other of the receipt of comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information, and promptly will supply each other with copies of all correspondence between the parties and the SEC with respect thereto. If, at any time prior to the Shareholder Meeting, any event should occur relating to or affecting the Company, Parent or Sub, or to their respective Subsidiaries, officers or directors, which event should be described in an amendment or supplement to the Registration Statement or the Proxy Statement, the parties promptly will inform each other and cooperate in preparing, filing and having declared effective or clearing with the SEC and, if required by applicable state securities laws, distributing to the Company's shareholders stockholders such amendment or supplement.

Preparation of the Registration Statement and the Proxy Statement. (a) The Company and Parent Promptly following the execution of this Agreement, Airborne shall promptly prepare and file with the SEC the Proxy Statement Statement, and Parent Airborne shall cause Airco to, prepare and promptly file with the SEC the Registration Statement, Statement (in which the Proxy Statement will be included as a prospectus). Each The Proxy Statement will include an explanation that a vote to approve the Merger and adopt the Merger Agreement will constitute approval of Parent the Merger, regardless of whether the Merger Consideration consists solely of Cash Consideration or a combination of Cash Consideration and the Company Stock Consideration in accordance with Article II. Airborne shall, and shall cause Airco to, use its reasonable respective best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filingfiling and to keep the Registration Statement effective as long as necessary to consummate the Merger, and DHL shall use its best efforts to assist Airborne and Airco in this regard. As Airborne will cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Registration Statement shall have become effective, is declared effective under the Company shall mail the Proxy Statement to its shareholdersSecurities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is now not so qualified) 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 Each of the Substitute Shares (as defined in Section 5.6), and the Company Parties shall furnish all information concerning itself and its Subsidiaries to the Company and the holders of Company Common Stock other as may be reasonably requested in connection with any such actionaction and the preparation, filing and distribution of the Registration Statement and the preparation, filing and distribution of the Proxy Statement. Airborne shall cause the Proxy Statement and Airborne and Airco shall cause the Registration Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act, (iii) the rules and regulations of The New York Stock Exchange, Inc. and the Pacific Exchange, Inc., and (iv) the DGCL. (b) Parent The Proxy Statement shall include the unanimous and the Company unconditional Airborne Board Recommendation, except as otherwise provided in Section 5.5(c) of this Agreement. (c) The Parties shall promptly will notify provide copies, consult with each other of the receipt of and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and of any request by the SEC for amendments or supplements to the Registration Statement and advise one another of any oral comments with respect to the Proxy Statement and the Registration Statement received from the SEC. The Parties will cooperate in preparing and filing with the SEC any necessary amendment or supplement to the Proxy Statement or for additional informationthe Registration Statement. Neither the Proxy Statement nor the Registration Statement shall initially be filed with the SEC, and promptly will supply each other no amendment or supplement to the Proxy Statement or Registration Statement shall be filed with copies the SEC, without the approval of all correspondence between both DHL and Airborne, which approvals shall not be unreasonably withheld or delayed. Notwithstanding the parties forgoing, but without limiting any provision of Section 5.5 or Article IX, in the event that an Acquisition Proposal has been made and continues to be pending, Airborne shall have the SEC with respect thereto. right to file of any amendment or supplement to the Proxy Statement or Registration Statement that addresses such Acquisition Proposal without DHL’s prior consent. (d) If, at any time after the mailing of the definitive Proxy Statement and prior to the Shareholder Airborne Stockholders Meeting, any event should occur relating that results in the Proxy Statement or the Registration Statement containing an untrue statement of a material fact or omitting to state any material fact required to be stated therein or affecting necessary to make the Companystatements therein, Parent or Subin the light of the circumstances under which they are made, not misleading, or to their respective Subsidiaries, officers or directors, which event that otherwise should be described in an amendment or supplement to the Registration Proxy Statement or the Proxy StatementRegistration Statement Airborne, the parties Airco and DHL shall promptly will inform notify each other of the occurrence of such event and cooperate in preparingthen promptly prepare, filing file and having declared effective or clearing clear with the SEC andsuch amendment or supplement and Airborne shall, if as may be required by applicable state securities lawsthe SEC, distributing mail to the Company's shareholders its stockholders each such amendment or supplement.

Preparation of the Registration Statement and the Proxy Statement. As promptly as practicable after the Amendment Date (aand within twenty (20) The days if reasonably possible), Parent and the Company and Parent shall promptly prepare and the Company shall promptly file with the SEC the Proxy Statement and Parent shall prepare and promptly file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, in each case, by means of an amendment to that certain registration statement on Form S-4 (Reg. No. 333-116794). Each of Parent and the Company shall promptly respond to any comments from the SEC and shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Each of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Proxy Statement. Whenever any event occurs which, in the good faith judgment of Parent or the Company, as the case may be, is required to be set forth in an amendment or supplement to the Proxy Statement or the Registration Statement, Parent or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC and/or mailing to stockholders of Parent and/or the Company, such amendment or supplement. Parent shall provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and the Company shall provide Parent (and its counsel) with a reasonable opportunity to review and comment on the Proxy Statement, and, in either case, Table of Contents any amendment or supplement thereto, prior to filing such with the SEC, and each of Parent and the Company will provide the other with a copy of such filings made with the SEC. The Company will reasonably cooperate with Parent with respect to such filings. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail distribute the Proxy Statement to its shareholdersstockholders. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is now not so qualified) actions reasonably 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 the Substitute Shares (as defined in Section 5.6), 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 actionShare Issuance. (b) Parent and the Company promptly will notify each other of the receipt of comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information, and promptly will supply each other with copies of all correspondence between the parties and the SEC with respect thereto. If, at any time prior to the Shareholder Meeting, any event should occur relating to or affecting the Company, Parent or Sub, or to their respective Subsidiaries, officers or directors, which event should be described in an amendment or supplement to the Registration Statement or the Proxy Statement, the parties promptly will inform each other and cooperate in preparing, filing and having declared effective or clearing with the SEC and, if required by applicable state securities laws, distributing to the Company's shareholders such amendment or supplement.

Preparation of the Registration Statement and the Proxy Statement. As promptly as practicable after the Amendment Date (aand within twenty (20) The days if reasonably possible), Parent and the Company and Parent shall promptly prepare and the Company shall promptly file with the SEC the Proxy Statement and Parent shall prepare and promptly file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, in each case, by means of an amendment to that certain registration statement on Form S-4 (Reg. No. 333-116794). Each of Parent and the Company shall promptly respond to any comments from the SEC and shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Each of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Proxy Statement. Whenever any event occurs which, in the good faith judgment of Parent or the Company, as the case may be, is required to be set forth in an amendment or supplement to the Proxy Statement or the Registration Statement, Parent or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC and/or mailing to stockholders of Parent and/or the Company, such amendment or supplement. Parent shall provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and the Company shall provide Parent (and its counsel) with a reasonable opportunity to review and comment on the Proxy Statement, and, in either case, any amendment or supplement thereto, prior to filing such with the SEC, and each of Parent and the Company will provide the other with a copy of such filings made with the SEC. The Company will reasonably cooperate with Parent with respect to such filings. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail distribute the Proxy Statement to its shareholdersstockholders. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is now not so qualified) actions reasonably 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 the Substitute Shares (as defined in Section 5.6), 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 actionShare Issuance. (b) Parent and the Company promptly will notify each other of the receipt of comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information, and promptly will supply each other with copies of all correspondence between the parties and the SEC with respect thereto. If, at any time prior to the Shareholder Meeting, any event should occur relating to or affecting the Company, Parent or Sub, or to their respective Subsidiaries, officers or directors, which event should be described in an amendment or supplement to the Registration Statement or the Proxy Statement, the parties promptly will inform each other and cooperate in preparing, filing and having declared effective or clearing with the SEC and, if required by applicable state securities laws, distributing to the Company's shareholders such amendment or supplement.

Preparation of the Registration Statement and the Proxy Statement. (a) The Company and Parent shall promptly prepare and file with the SEC the Proxy Statement and Parent shall prepare and promptly file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Proxy Statement to its shareholdersstockholders. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is now not so qualified) 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 the Substitute Shares Options (as defined in Section 5.65.7), 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. (b) Parent and the Company promptly will notify each other of the receipt of comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information, and promptly will supply each other with copies of all correspondence between the parties and the SEC with respect thereto. If, at any time prior to the Shareholder Stockholder Meeting, any event should occur relating to or affecting the Company, Parent or Sub, or to their respective Subsidiaries, officers or directors, which event should be described in an amendment or supplement to the Registration Statement or the Proxy Statement, the parties promptly will inform each other and cooperate in preparing, filing and having declared effective or clearing with the SEC and, if required by applicable state securities laws, distributing to the Company's shareholders stockholders such amendment or supplement.

Preparation of the Registration Statement and the Proxy Statement. (a) The Company and Parent shall promptly prepare and file with the SEC the Proxy Statement and Parent shall prepare and promptly file with the SEC the Registration 40 Statement, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Proxy Statement to its shareholders. If holders of warrants set forth in Section 3.2(b) of the Company Letter waive all registration rights that would affect Parent Common Stock other than the right granted pursuant to this Section (such warrants for which waivers are received being referred to herein as "AMENDED WARRANTS") Parent shall (i) include in the Registration Statement shares of Common Stock issuable upon exercise of the Amended Warrants (ii) convert the Registration Statement to a shelf registration which the Parent will keep effective for one year following the Effective Time, and (iii) amend the Amended Warrants to provide that such warrants may be exercised on a "cashless" or "net exercise" basis. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is now not so qualified) 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 the Substitute Shares Options (as defined in Section 5.65.7), 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. (b) Parent and the Company promptly will notify each other of the receipt of comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information, and promptly will supply each other with copies of all correspondence between the parties and the SEC with respect thereto. If, at any time prior to the Shareholder Meeting, any event should occur relating to or affecting the Company, Parent or Sub, or to their respective Subsidiaries, officers or directors, which event should be described in an amendment or supplement to the Registration Statement or the Proxy Statement, the parties promptly will inform each other and cooperate in preparing, filing and having declared effective or clearing with the SEC and, if required by applicable state securities laws, distributing to the Company's shareholders such amendment or supplement.