Common use of Registration Statement and Proxy Statement/Prospectus Clause in Contracts

Registration Statement and Proxy Statement/Prospectus. (a) Heftel and Tichxxxx xxxll cooperate and promptly prepare the Registration Statement, and Heftel shall file the Registration Statement with the SEC as soon as practicable after the execution and delivery of the Assignment Agreement and in any event not later than 45 days after such date. Heftel shall use its reasonable best efforts, and Tichxxxx xxxll cooperate with Heftel (including furnishing all information concerning Tichxxxx xxx the holders of Tichxxxx Xxxmon Stock as may be reasonably requested by Heftel), to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Heftel shall use its reasonable efforts, and Tichxxxx xxxll cooperate with Heftel to obtain all necessary state securities laws or "blue sky" permits, approvals and registrations in connection with the issuance of Heftel Common Stock pursuant to the Merger. (b) Heftel and Tichxxxx xxxl cause the Registration Statement (including the Proxy Statement/Prospectus), at the time it becomes effective under the Securities Act, to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder. (c) Tichxxxx xxxeby covenants and agrees with Parent and Heftel that (i) the Registration Statement (at the time it becomes effective under the Securities Act and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material 43 fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that this clause (i) shall apply only to information contained in the Registration Statement that was supplied by Tichxxxx xxxcifically for inclusion therein); and (ii) the Proxy Statement/Prospectus (at the time it is first mailed to stockholders of Heftel, at the time of the Heftel Meeting, and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this clause (ii) shall apply only to information contained in the Registration Statement that was supplied by Tichxxxx xxxcifically for inclusion therein). If, at any time prior to the Effective Time, any event with respect to Tichxxxx, xx with respect to other information supplied by Tichxxxx xxxcifically for inclusion in the Registration Statement, occurs and such event is required to be described in an amendment to the Registration Statement, Tichxxxx xxxll promptly notify Heftel of such occurrence and shall cooperate with Heftel in the preparation and filing of such amendment. If, at any time prior to the Effective Time, any event with respect to Tichxxxx, xx with respect to other information included in the Proxy Statement/Prospectus, occurs and such event is required to be described in a supplement to the Proxy Statement/Prospectus, such event shall be so described and such supplement shall be promptly prepared, filed and disseminated.

Registration Statement and Proxy Statement/Prospectus. (a) Heftel Parent and Tichxxxx xxxll the Company shall cooperate and promptly prepare the Registration Statement, and Heftel and, subject to Parent’s receiving promptly the required information from the Company, Parent shall file the Registration Statement with the SEC as soon as practicable after the execution and delivery of the Assignment Agreement and in any event not later than 45 days after such datedate hereof. Heftel Parent shall use its all reasonable best efforts, and Tichxxxx xxxll the Company shall cooperate with Heftel Parent (including furnishing promptly all information concerning Tichxxxx xxx the Company and the holders of Tichxxxx Xxxmon Company Common Stock as may be reasonably requested by HeftelParent), to have the Registration Statement (as it may be amended or supplemented) declared effective under the Securities Act as promptly as practicable after such filing. Heftel Parent shall use its all reasonable efforts, and Tichxxxx xxxll the Company shall cooperate with Heftel Parent, to obtain all necessary state securities laws or "“blue sky" ” permits, approvals and registrations in connection with the issuance of Heftel Parent Common Stock pursuant to the Merger. (b) Heftel and Tichxxxx xxxl Parent shall cause the Registration Statement (including the Proxy Statement/Prospectus), at the time it becomes effective under the Securities Act, to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder. The Company shall cause the information it provides for such purpose to comply as to form in all material respects with such provisions. (c) Tichxxxx xxxeby The Company hereby covenants and agrees with Parent and Heftel that that: (i) the Registration Statement (at the time it becomes effective under the Securities Act and at the Effective Time) will shall not contain an untrue statement of a material fact or omit to state a material 43 fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that this clause (i) shall apply only to information contained in the Registration Statement that was supplied by Tichxxxx xxxcifically the Company for inclusion therein); and (ii) the Proxy Statement/Prospectus (at the time it is first mailed to stockholders of Heftelthe Company and Parent, at the time of the Heftel Company Meeting and the Parent Meeting, and at the Effective Time) will shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this clause (ii) shall apply only to information contained in the Registration Statement Proxy Statement/Prospectus that was supplied by Tichxxxx xxxcifically the Company for inclusion therein). If, at any time prior to the Effective Time, any event with respect to Tichxxxxthe Company, xx or with respect to other information supplied by Tichxxxx xxxcifically the Company for inclusion in the Registration Statement, occurs and such event is required to be described in an amendment to the Registration Statement, Tichxxxx xxxll the Company shall promptly notify Heftel Parent of such occurrence and shall cooperate with Heftel Parent in the preparation and filing of such amendment. If, at any time prior to the Effective Time, any event with respect to Tichxxxxthe Company, xx or with respect to other information supplied by the Company for inclusion in the Proxy Statement/Prospectus, occurs and such event is required to be described in a supplement to the Proxy Statement/Prospectus, the Company shall promptly notify Parent of such occurrence and shall cooperate with Parent in the preparation, filing and dissemination of such supplement. (d) Parent hereby covenants and agrees with the Company that: (i) the Registration Statement (at the time it becomes effective under the Securities Act and at the Effective Time) shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that this clause (i) shall not apply to any information contained in the Registration Statement that was supplied by the Company for inclusion therein); and (ii) the Proxy Statement/Prospectus (at the time it is first mailed to stockholders of the Company and Parent, at the time of the Company Meeting and the Parent Meeting, and at the Effective Time) shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this clause (ii) shall not apply to any information contained in the Proxy Statement/Prospectus that was supplied by the Company for inclusion therein). If, at any time prior to the Effective Time, any event with respect to Parent, or with respect to other information (not supplied by the Company) included in the Registration Statement, occurs and such event is required to be described in an amendment to the Registration Statement, such event shall be so described and such amendment shall be promptly prepared and filed. If, at any time prior to the Effective Time, any event with respect to Parent, or with respect to other information (not supplied by the Company) included in the Proxy Statement/Prospectus, occurs and such event is required to be described in a supplement to the Proxy Statement/Prospectus, Parent shall promptly notify the Company of such event occurrence and shall cooperate with the Company in the preparation, filing and dissemination of such supplement. (e) Neither the Registration Statement nor the Proxy Statement/Prospectus nor any amendment or supplement thereto shall be so described filed or disseminated to the stockholders of the Company or Parent without the approval of both Parent and such supplement the Company (not to be unreasonably withheld). Parent shall be advise the Company, promptly preparedafter it receives notice thereof, filed and disseminatedof the time when the Registration Statement has become effective under the Securities Act, the issuance of any stop order with respect to the Registration Statement, 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 comments or requests for additional information by the SEC with respect to the Registration Statement.

Registration Statement and Proxy Statement/Prospectus. (a) Heftel Precision and Tichxxxx xxxll Grey Wolf shall cooperate and promptly prepare the Registration Statement and the Proxy Statement, /Prospectus and Heftel Precision shall file the Registration Statement in which the Proxy Statement/Prospectus will be included as a prospectus with the SEC as soon as practicable after the execution date hereof, and delivery of Precision and Grey Wolf shall cooperate to promptly respond to any comments made by the Assignment Agreement SEC and in any event not later than 45 days after such date. Heftel shall otherwise use its their respective commercially reasonable best efforts, and Tichxxxx xxxll cooperate with Heftel (including furnishing all information concerning Tichxxxx xxx the holders of Tichxxxx Xxxmon Stock as may be reasonably requested by Heftel), efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing. Heftel Precision and Grey Wolf will provide each other with any information which may be required to prepare and file the Proxy Statement/Prospectus and the Registration Statement. Grey Wolf will cause the Proxy Statement/Prospectus to be mailed to its shareholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. If at any time prior to the Effective Time any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement, Precision or Grey Wolf, as applicable, will promptly inform the other of such occurrence, and Precision and Grey Wolf will cooperate in filing such amendment or supplement with the SEC, use their respective commercially reasonable best efforts to cause such amendment to become effective as promptly as possible and, if required, mail such amendment or supplement to the shareholders of Grey Wolf. Precision shall use its commercially reasonable best efforts, and Tichxxxx xxxll Grey Wolf shall cooperate with Heftel Precision, to obtain any and all necessary state securities laws or "“blue sky" ” permits, approvals and registrations in connection with the issuance of Heftel Common Stock the Precision Trust Units pursuant to the Merger. (b) Heftel and Tichxxxx xxxl Precision will cause the Registration Statement (including and to the extent Grey Wolf is to provide information to be contained in the Proxy Statement/Prospectus, Grey Wolf will cause the Proxy Statement/Prospectus), at the time it becomes effective under the Securities Act, to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder. Precision and Grey Wolf shall be responsible for furnishing to each other true, accurate and complete information regarding themselves and their respective shareholders or unitholders, as the case may be, for inclusion in the Proxy Statement/Prospectus. (c) Tichxxxx xxxeby Precision hereby covenants and agrees with Parent and Heftel that Grey Wolf that: (i) the Registration Statement (at the time it becomes effective under the Securities Act and at through the Effective Time) will not contain an untrue statement of a material fact or omit to state a material 43 fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that this clause (i) shall apply only to information contained included or incorporated by reference in the Registration Statement that was supplied by Tichxxxx xxxcifically Precision for inclusion therein); and (ii) the Proxy Statement/Prospectus (at the time it is first mailed to stockholders shareholders of HeftelGrey Wolf, at through the time of the Heftel Grey Wolf Meeting, and at until the Effective Time) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this clause (ii) shall apply only to information contained included or incorporated by reference in the Registration Statement Proxy Statement/Prospectus that was supplied by Tichxxxx xxxcifically Precision for inclusion therein). If, at any time prior to the Effective Time, any event with respect to TichxxxxPrecision, xx or with respect to other information supplied by Tichxxxx xxxcifically Precision for inclusion in the Registration Statement or the Proxy Statement/Prospectus, occurs and such event is required to be described in an amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus, Tichxxxx xxxll Precision shall promptly notify Heftel Grey Wolf of such occurrence and Precision shall cooperate with Heftel Grey Wolf in the preparation preparation, filing and filing dissemination of such amendmentamendment or supplement. (d) Grey Wolf hereby covenants and agrees with Precision that: (i) the Registration Statement (at the time it becomes effective under the Securities Act and until the Effective Time) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that this clause (i) shall apply only to any information included or incorporated by reference in the Registration Statement that was supplied by Grey Wolf for inclusion therein); and (ii) the Proxy Statement/Prospectus (at the time it is first mailed to shareholders of Grey Wolf, through the time of the Grey Wolf Meeting, and until the Effective Time) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this clause (ii) shall apply only to any information included or incorporated by reference in the Proxy Statement/Prospectus that was supplied by Grey Wolf for inclusion therein). If, at any time prior to the Effective Time, any event with respect to TichxxxxGrey Wolf, xx or with respect to other information included in the Proxy Statement/ProspectusRegistration Statement with respect to Grey Wolf, occurs and such event is required to be described in a an amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus, Grey Wolf shall promptly notify Precision of such event occurrence and Grey Wolf shall cooperate with Precision in the preparation, filing and dissemination of such supplement. (e) None of the Registration Statement, the Proxy Statement/Prospectus or any amendment or supplement thereto will be so described filed or disseminated to the shareholders of Grey Wolf without the approval of both Precision and Grey Wolf, such supplement approval not to be unreasonably withheld, conditioned or delayed. Each Party shall advise the other Parties promptly after it receives notice thereof, of the time when the Registration Statement has become effective under the Securities Act, the issuance of any stop order with respect to the Registration Statement, the suspension of the qualification of the Precision Trust Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any comments or requests for additional information by the SEC with respect to the Registration Statement. (f) Precision shall use its commercially reasonable best efforts to cause to be promptly prepareddelivered to Grey Wolf two comfort letters from KPMG LLP, filed Precision’s independent auditors, one dated on the date on which the Registration Statement shall become effective, and disseminatedone bring-down letter dated on the Closing Date, each addressed to Grey Wolf and customary in scope and substance for letters delivered by independent auditors in connection with public offerings. (g) Grey Wolf shall use its commercially reasonable best efforts to cause to be delivered to Precision two comfort letters from KPMG LLP, Grey Wolf’s independent auditors, one dated on the date on which the Registration Statement shall become effective, and one bring-down letter dated on the Closing Date, each addressed to Precision and customary in scope and substance for letters delivered by independent auditors in connection with public offerings.

Registration Statement and Proxy Statement/Prospectus. (a) Heftel Parent and Tichxxxx xxxll GreenHunter shall cooperate and promptly prepare the Registration Statement (including the Proxy Statement/Prospectus), and Heftel and, subject to Parent’s receiving the required information from GreenHunter, Parent shall file the Registration Statement (including the Proxy Statement/Prospectus) with the SEC as soon as practicable after the execution and delivery of the Assignment Agreement date hereof and in any event not later than 45 days after such datethe date hereof. Heftel Parent shall use its all reasonable best efforts, and Tichxxxx xxxll GreenHunter shall cooperate with Heftel Parent (including furnishing all information concerning Tichxxxx xxx GreenHunter and the holders of Tichxxxx Xxxmon GreenHunter Common Stock as may be reasonably requested by HeftelParent), to have the Registration Statement (including the Proxy Statement/Prospectus) declared effective under the Securities Act as promptly as practicable after such filing. Heftel Parent shall use its all reasonable efforts, and Tichxxxx xxxll GreenHunter shall cooperate with Heftel Parent, to obtain all necessary state securities laws or "“blue sky" ” permits, approvals and registrations in connection with the issuance of Heftel Parent Common Stock pursuant to the Merger. (b) Heftel and Tichxxxx xxxl Parent will cause the Registration Statement (including the Proxy Statement/Prospectus), at the time it becomes effective under the Securities Act, to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder. GreenHunter will cause the information it provides for such purpose to comply as to form in all material respects with such provisions. (c) Tichxxxx xxxeby GreenHunter hereby covenants and agrees with Parent and Heftel that that: (i) the Registration Statement (at the time it becomes effective under the Securities Act and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material 43 fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that this clause (i) shall apply only to information contained in the Registration Statement that was supplied by Tichxxxx xxxcifically GreenHunter for inclusion therein); and (ii) the Proxy Statement/Prospectus (at the time it is first mailed to stockholders of HeftelGreenHunter and shareholders of Parent, at the time of the Heftel GreenHunter Meeting, meeting of Parent Shareholders and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this clause (ii) shall apply only to information contained in the Registration Statement Proxy Statement/Prospectus that was supplied by Tichxxxx xxxcifically GreenHunter for inclusion therein). If, at any time prior to the Effective Time, any event with respect to TichxxxxGreenHunter, xx or with respect to other information supplied by Tichxxxx xxxcifically GreenHunter for inclusion in the Registration Statement, occurs and such event is required to be described in an amendment to the Registration Statement, Tichxxxx xxxll GreenHunter shall promptly notify Heftel Parent of such occurrence and shall cooperate with Heftel Parent in the preparation and filing of such amendment. If, at any time prior to the Effective Time, any event with respect to TichxxxxGreenHunter, xx or with respect to other information supplied by GreenHunter for inclusion in the Proxy Statement/Prospectus, occurs and such event is required to be described in a supplement to the Proxy Statement/Prospectus, GreenHunter shall promptly notify Parent of such occurrence and shall cooperate with Parent in the preparation, filing and dissemination of such supplement. (d) Parent hereby covenants and agrees with GreenHunter that: (i) the Registration Statement (at the time it becomes effective under the Securities Act and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that this clause (i) shall not apply to any information contained in the Registration Statement that was supplied by GreenHunter for inclusion therein); and (ii) the Proxy Statement/Prospectus (at the time it is first mailed to stockholders of GreenHunter, at the time of the GreenHunter Meeting, and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this clause (ii) shall not apply to any information contained in the Proxy Statement/Prospectus that was supplied by GreenHunter for inclusion therein). If, at any time prior to the Effective Time, any event with respect to Parent, or with respect to other information included in the Registration Statement, occurs and such event is required to be described in an amendment to the Registration Statement, such event shall be so described and such amendment shall be promptly prepared and filed. If, at any time prior to the Effective Time, any event with respect to Parent, or with respect to other information included in the Proxy Statement/Prospectus, occurs and such event is required to be described in a supplement to the Proxy Statement/Prospectus, Parent shall promptly notify GreenHunter of such event occurrence and shall cooperate with GreenHunter in the preparation, filing and dissemination of such supplement. (e) Neither the Registration Statement nor the Proxy Statement/Prospectus nor any amendment or supplement thereto will be filed or disseminated to the stockholders of GreenHunter or Parent without the approval of both Parent and GreenHunter. Parent shall advise GreenHunter, promptly after it receives notice thereof, of the time when the Registration Statement has become effective under the Securities Act, the issuance of any stop order with respect to the Registration Statement, 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 comments or requests for additional information by the SEC with respect to the Registration Statement. (f) Prior to the filing of the Form S-4 Registration Statement, each of GreenHunter and Parent shall execute and deliver to Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx a letter containing representations reasonably requested by Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx in connection with the tax opinion to be delivered by Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx in connection with the Form S-4 Registration Statement. In rendering such tax opinion, such counsel shall be so described entitled to rely on such representation letters. To the extent requested by Parent, GreenHunter shall confirm in writing to the Parent the accuracy and such supplement completeness as of the Effective Time of the tax representation letter delivered by GreenHunter pursuant to the immediately preceding sentence. Parent and GreenHunter shall be promptly prepared, filed and disseminateduse all reasonable efforts prior to the Effective Time to cause the Merger to qualify as a "reorganization" under Section 368(a)(1) of the Code.

Registration Statement and Proxy Statement/Prospectus. As soon as reasonably practicable after the date hereof, GraphOn shall prepare and file with the SEC a registration statement under the Securities Act (atogether with any amendments or supplements thereto, the "Registration Statement"), including a proxy statement (together with a form of proxy and soliciting materials for the Special Meeting and any amendments or supplments thereto, the "Proxy Materials") Heftel and Tichxxxx xxxll cooperate prospectus (together with any amendments or supplements thereto, the "Prospectus"), providing for the registration under the Securities Act of the Merger Shares. The Proxy Materials shall contain the GraphOn Board of Directors' recommendation to GraphOn stockholders to approve the Mergers, unless the Board of Directors of GraphOn determines in good faith upon consultation with its legal counsel that it may not make such recommendation in order to comply with its fiduciary duties under applicable Law. The Registration Statement shall comply in all material respects with the requirements of the applicable SEC form and promptly prepare shall include all information, financial statements, financial statement schedules, and exhibits required by the SEC to be included therein. The Affiliated Companies shall provide GraphOn with such information to be included in the Registration Statement as GraphOn may reasonably request. GraphOn shall use commercially reasonable efforts to respond as expeditiously as possible to any and all comments made by the SEC staff with respect to the Registration Statement, and Heftel shall file the Registration Statement with the SEC as soon as practicable after the execution and delivery of the Assignment Agreement and in any event not later than 45 days after such date. Heftel shall use its reasonable best effortsProxy Materials, and Tichxxxx xxxll cooperate with Heftel (including furnishing all information concerning Tichxxxx xxx the holders of Tichxxxx Xxxmon Stock as may be reasonably requested by Heftel), Prospectus and to have the Registration Statement declared effective by the SEC as soon as reasonably practicable after it is filed with the SEC. As soon as reasonably practicable after the Registration Statement becomes effective, GraphOn shall mail the Proxy Materials to the stockholders of GraphOn who are entitled to vote at the Special Meeting and shall mail the Prospectus to the stockholders of the Affiliated Companies. GraphOn shall make any and all filings and take any and all other actions that may be necessary, appropriate, or advisable under the Securities Act as promptly as practicable after such filing. Heftel shall use its reasonable efforts, and Tichxxxx xxxll cooperate with Heftel to obtain all necessary applicable state securities laws or "blue sky" permits, approvals and registrations in connection with the issuance of Heftel Common Stock pursuant to the Merger. (b) Heftel and Tichxxxx xxxl cause the Registration Statement (including the Proxy Statement/Prospectus), at the time it becomes effective under the Securities Act, to comply as to form in all material respects with the applicable provisions furtherance of the Securities Act, the Exchange Act offer and the rules and regulations sale of the SEC thereunderMerger Shares. (c) Tichxxxx xxxeby covenants and agrees with Parent and Heftel that (i) the Registration Statement (at the time it becomes effective under the Securities Act and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material 43 fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that this clause (i) shall apply only to information contained in the Registration Statement that was supplied by Tichxxxx xxxcifically for inclusion therein); and (ii) the Proxy Statement/Prospectus (at the time it is first mailed to stockholders of Heftel, at the time of the Heftel Meeting, and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this clause (ii) shall apply only to information contained in the Registration Statement that was supplied by Tichxxxx xxxcifically for inclusion therein). If, at any time prior to the Effective Time, any event with respect to Tichxxxx, xx with respect to other information supplied by Tichxxxx xxxcifically for inclusion in the Registration Statement, occurs and such event is required to be described in an amendment to the Registration Statement, Tichxxxx xxxll promptly notify Heftel of such occurrence and shall cooperate with Heftel in the preparation and filing of such amendment. If, at any time prior to the Effective Time, any event with respect to Tichxxxx, xx with respect to other information included in the Proxy Statement/Prospectus, occurs and such event is required to be described in a supplement to the Proxy Statement/Prospectus, such event shall be so described and such supplement shall be promptly prepared, filed and disseminated.

Registration Statement and Proxy Statement/Prospectus. (a) Heftel Parent and Tichxxxx xxxll Prize shall cooperate and promptly prepare the Registration Statement, and Heftel and, subject to Parent's receiving the required information from Prize, Parent shall file the Registration Statement with the SEC as soon as practicable after the execution and delivery of the Assignment Agreement date hereof and in any event not later than 45 30 days after such datethe date hereof. Heftel Parent shall use its all reasonable best efforts, and Tichxxxx xxxll Prize shall cooperate with Heftel Parent (including furnishing all information concerning Tichxxxx xxx Prize and the holders of Tichxxxx Xxxmon Prize Common Stock as may be reasonably requested by HeftelParent), to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Heftel Parent shall use its all reasonable efforts, and Tichxxxx xxxll Prize shall cooperate with Heftel Parent, to obtain all necessary state securities laws or "blue sky" permits, approvals and registrations in connection with the issuance of Heftel Parent Common Stock pursuant to the Merger. (b) Heftel and Tichxxxx xxxl Parent will cause the Registration Statement (including the Proxy Statement/Prospectus), at the time it becomes effective under the Securities Act, to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder.. Prize will cause the information it provides for such purpose to comply as to form in all material respects with such provisions. 59 (c) Tichxxxx xxxeby Prize hereby covenants and agrees with Parent and Heftel that that: (i) the Registration Statement (at the time it becomes effective under the Securities Act and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material 43 fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that this clause (i) shall apply only to information contained in the Registration Statement that was supplied by Tichxxxx xxxcifically Prize for inclusion therein); and (ii) the Proxy Statement/Prospectus (at the time it is first mailed to stockholders of HeftelPrize and Parent, at the time of the Heftel Prize Meeting and the Parent Meeting, and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this clause (ii) shall apply only to information contained in the Registration Statement Proxy Statement/Prospectus that was supplied by Tichxxxx xxxcifically Prize for inclusion therein). If, at any time prior to the Effective Time, any event with respect to TichxxxxPrize, xx or with respect to other information supplied by Tichxxxx xxxcifically Prize for inclusion in the Registration Statement, occurs and such event is required to be described in an amendment to the Registration Statement, Tichxxxx xxxll Prize shall promptly notify Heftel Parent of such occurrence and shall cooperate with Heftel Parent in the preparation and filing of such amendment. If, at any time prior to the Effective Time, any event with respect to TichxxxxPrize, xx or with respect to other information supplied by Prize for inclusion in the Proxy Statement/Prospectus, occurs and such event is required to be described in a supplement to the Proxy Statement/Prospectus, Prize shall promptly notify Parent of such occurrence and shall cooperate with Parent in the preparation, filing and dissemination of such supplement. (d) Parent hereby covenants and agrees with Prize that: (i) the Registration Statement (at the time it becomes effective under the Securities Act and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that this clause (i) shall not apply to any information contained in the Registration Statement that was supplied by Prize for inclusion therein); and (ii) the Proxy Statement/Prospectus (at the time it is first mailed to stockholders of Prize and Parent, at the time of the Prize Meeting and the Parent Meeting, and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this clause (ii) shall not apply to any information contained in the Proxy Statement/Prospectus that was supplied by Prize for inclusion therein). If, at any time prior to the Effective Time, any event with respect to Parent, or with respect to other information included in the Registration Statement, occurs and such event is required to be described in an amendment to the Registration Statement, such event shall be so described and such amendment shall be promptly prepared and filed. If, at any time prior to the Effective Time, any event with respect to Parent, or with respect to other information included in the Proxy Statement/Prospectus, occurs and such event is required to be described in a supplement to the Proxy Statement/Prospectus, Parent shall promptly notify Prize of such event occurrence and shall cooperate with Prize in the preparation, filing and dissemination of such supplement. (e) Neither the Registration Statement nor the Proxy Statement/Prospectus nor any amendment or supplement thereto will be so described filed or disseminated to the stockholders of Prize or Parent without the approval of both Parent and such supplement Prize. Parent shall be advise Prize, promptly preparedafter it receives notice thereof, filed and disseminatedof the time when the Registration Statement has become effective under the Securities Act, the issuance of any stop order with respect to the Registration Statement, 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 comments or requests for additional information by the SEC with respect to the Registration Statement.

Registration Statement and Proxy Statement/Prospectus. (a) Heftel Parent and Tichxxxx xxxll Prize shall cooperate and promptly prepare the Registration Statement, and Heftel and, subject to Parent's receiving the required information from Prize, Parent shall file the Registration Statement with the SEC as soon as practicable after the execution and delivery of the Assignment Agreement date hereof and in any event not later than 45 30 days after such datethe date hereof. Heftel Parent shall use its all reasonable best efforts, and Tichxxxx xxxll Prize shall cooperate with Heftel Parent (including furnishing all information concerning Tichxxxx xxx Prize and the holders of Tichxxxx Xxxmon Prize Common Stock as may be reasonably requested by HeftelParent), to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Heftel Parent shall use its all reasonable efforts, and Tichxxxx xxxll Prize shall cooperate with Heftel Parent, to obtain all necessary state securities laws or "blue sky" permits, approvals and registrations in connection with the issuance of Heftel Parent Common Stock pursuant to the Merger. (b) Heftel and Tichxxxx xxxl Parent will cause the Registration Statement (including the Proxy Statement/Prospectus), at the time it becomes effective under the Securities Act, to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder. Prize will cause the information it provides for such purpose to comply as to form in all material respects with such provisions. (c) Tichxxxx xxxeby Prize hereby covenants and agrees with Parent and Heftel that that: (i) the Registration Statement (at the time it becomes effective under the Securities Act and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material 43 fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that this clause (i) shall apply only to information contained in the Registration Statement that was supplied by Tichxxxx xxxcifically Prize for inclusion therein); and (ii) the Proxy Statement/Prospectus (at the time it is first mailed to stockholders of HeftelPrize and Parent, at the time of the Heftel Prize Meeting and the Parent Meeting, and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this clause (ii) shall apply only to information contained in the Registration Statement Proxy Statement/Prospectus that was supplied by Tichxxxx xxxcifically Prize for inclusion therein). If, at any time prior to the Effective Time, any event with respect to TichxxxxPrize, xx or with respect to other information supplied by Tichxxxx xxxcifically Prize for inclusion in the Registration Statement, occurs and such event is required to be described in an amendment to the Registration Statement, Tichxxxx xxxll Prize shall promptly notify Heftel Parent of such occurrence and shall cooperate with Heftel Parent in the preparation and filing of such amendment. If, at any time prior to the Effective Time, any event with respect to TichxxxxPrize, xx or with respect to other information supplied by Prize for inclusion in the Proxy Statement/Prospectus, occurs and such event is required to be described in a supplement to the Proxy Statement/Prospectus, Prize shall promptly notify Parent of such occurrence and shall cooperate with Parent in the preparation, filing and dissemination of such supplement. (d) Parent hereby covenants and agrees with Prize that: (i) the Registration Statement (at the time it becomes effective under the Securities Act and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that this clause (i) shall not apply to any information contained in the Registration Statement that was supplied by Prize for inclusion therein); and (ii) the Proxy Statement/Prospectus (at the time it is first mailed to stockholders of Prize and Parent, at the time of the Prize Meeting and the Parent Meeting, and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this clause (ii) shall not apply to any information contained in the Proxy Statement/Prospectus that was supplied by Prize for inclusion therein). If, at any time prior to the Effective Time, any event with respect to Parent, or with respect to other information included in the Registration Statement, occurs and such event is required to be described in an amendment to the Registration Statement, such event shall be so described and such amendment shall be promptly prepared and filed. If, at any time prior to the Effective Time, any event with respect to Parent, or with respect to other information included in the Proxy Statement/Prospectus, occurs and such event is required to be described in a supplement to the Proxy Statement/Prospectus, Parent shall promptly notify Prize of such event occurrence and shall cooperate with Prize in the preparation, filing and dissemination of such supplement. (e) Neither the Registration Statement nor the Proxy Statement/Prospectus nor any amendment or supplement thereto will be so described filed or disseminated to the stockholders of Prize or Parent without the approval of both Parent and such supplement Prize. Parent shall be advise Prize, promptly preparedafter it receives notice thereof, filed and disseminatedof the time when the Registration Statement has become effective under the Securities Act, the issuance of any stop order with respect to the Registration Statement, 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 comments or requests for additional information by the SEC with respect to the Registration Statement.

Registration Statement and Proxy Statement/Prospectus. (a) Heftel Parent and Tichxxxx xxxll Tide West shall cooperate and promptly prepare the Registration Statement, and Heftel Parent shall file the Registration Statement with the SEC as soon as practicable after the execution and delivery of the Assignment Agreement date hereof and in any event not later than 45 days after such datethe date hereof. Heftel Parent shall use its reasonable best efforts, and Tichxxxx xxxll Tide West shall cooperate with Heftel Parent (including furnishing all information concerning Tichxxxx xxx Tide West and the holders of Tichxxxx Xxxmon Tide West Common Stock as may be reasonably requested by HeftelParent), to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Heftel Parent shall use its reasonable best efforts, and Tichxxxx xxxll Tide West shall cooperate with Heftel Parent, to obtain all necessary state securities laws or "blue sky" permits, approvals and registrations in connection with the issuance of Heftel Parent Common Stock pursuant to the Merger. (b) Heftel Parent and Tichxxxx xxxl Tide West will cause the Registration Statement (including the Proxy Statement/Prospectus), at the time it becomes effective under the Securities Act, to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder. (c) Tichxxxx xxxeby Tide West hereby covenants and agrees with Parent and Heftel that (i) the Registration Statement (at the time it becomes effective under the Securities Act and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material 43 fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that this clause (i) shall apply only to information contained in the Registration Statement that was supplied by Tichxxxx xxxcifically Tide West specifically for inclusion therein); and (ii) the Proxy Statement/Prospectus (at the time it is first mailed to stockholders of HeftelTide West and Parent, at the time of the Heftel Tide West Meeting and the Parent Meeting, and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this clause (ii) shall not apply to any information contained in the Proxy Statement/Prospectus that was supplied by Parent specifically for inclusion therein). If, at any time prior to the Effective Time, any event with respect to Tide West, or with respect to other information supplied by Tide West specifically for inclusion in the Registration Statement, occurs and such event is required to be described in an amendment to the Registration Statement, Tide West shall promptly notify Parent of such occurrence and shall cooperate with Parent in the preparation and filing of such amendment. If, at any time prior to the Effective Time, any event with respect to Tide West, or with respect to other information included in the Proxy Statement/Prospectus, occurs and such event is required to be described in a supplement to the Proxy Statement/Prospectus, such event shall be so described and such supplement shall be promptly prepared, filed and disseminated. (d) Parent hereby covenants and agrees with Tide West that (i) the Registration Statement (at the time it becomes effective under the Securities Act and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that this clause (i) shall not apply to any information contained in the Registration Statement that was supplied by Tide West specifically for inclusion therein); and (ii) the Proxy Statement/Prospectus (at the time it is first mailed to stockholders of Tide West and Parent, at the time of the Tide West Meeting and the Parent Meeting, and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this clause (ii) shall apply only to information contained in the Registration Statement Proxy Statement/Prospectus that was supplied by Tichxxxx xxxcifically Parent specifically for inclusion therein). If, at any time prior to the Effective Time, any event with respect to TichxxxxParent, xx or with respect to other information supplied by Tichxxxx xxxcifically for inclusion included in the Registration Statement, occurs and such event is required to be described in an amendment to the Registration Statement, Tichxxxx xxxll such event shall be so described and such amendment shall be promptly notify Heftel of such occurrence prepared and shall cooperate with Heftel in the preparation and filing of such amendmentfiled. If, at any time prior to the Effective Time, any event with respect to TichxxxxParent, xx or with respect to other information included supplied by Parent specifically for inclusion in the Proxy Statement/Prospectus, occurs and such event is required to be described in a supplement to the Proxy Statement/Prospectus, Parent shall promptly notify Tide West of such event occurrence and shall cooperate with Tide West in the preparation, filing and dissemination of such supplement. (e) Neither the Registration Statement nor the Proxy Statement/Prospectus nor any amendment or supplement thereto will be so described filed or disseminated to the stockholders of Tide West or Parent without the approval of both Parent and such supplement Tide West. Parent shall be advise Tide West, promptly preparedafter it receives notice thereof, filed and disseminatedof the time when the Registration Statement has become effective under the Securities Act, the issuance of any stop order with respect to the Registration Statement, 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 comments or requests for additional information by the SEC with respect to the Registration Statement.

Registration Statement and Proxy Statement/Prospectus. (aThe Acquiring Fund will file a registration statement on Form N-14 with the Commission under the 1933 Act in order to register the Acquiring Fund Shares to be issued hereunder. Such registration statement in the form in which it shall become effective and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, such registration statement as amended, is referred to herein as the “Registration Statement.” The Acquired Fund will file a preliminary proxy statement with the Commission under the 1940 Act and the 1933 Act, relating to this Agreement and the transactions herein contemplated, in the form of a combined proxy Statement and prospectus and related statement of additional information included in the Registration Statement. The combined proxy Statement and prospectus and related statement of additional information that is first filed pursuant to Rule 497(b) Heftel under the 1933 Act is referred to herein as the “Proxy Statement/Prospectus.” The Acquiring Fund and Tichxxxx xxxll the Acquired Fund each will exert reasonable efforts to cause the Registration Statement to become effective under the 1933 Act as soon as practical and agree to cooperate in such efforts. The Registration Statement shall have become effective under the 1933 Act and promptly prepare no stop orders suspending the effectiveness thereof shall have been issued and, to the knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened, or contemplated under the 1933 Act. Upon effectiveness of the Registration Statement, and Heftel shall file the Registration Statement with the SEC as soon as practicable after the execution and delivery of the Assignment Agreement and in any event not later than 45 days after such date. Heftel shall use its reasonable best efforts, and Tichxxxx xxxll cooperate with Heftel (including furnishing all information concerning Tichxxxx xxx the holders of Tichxxxx Xxxmon Stock as may be reasonably requested by Heftel), to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Heftel shall use its reasonable efforts, and Tichxxxx xxxll cooperate with Heftel to obtain all necessary state securities laws or "blue sky" permits, approvals and registrations in connection with the issuance of Heftel Common Stock pursuant to the Merger. (b) Heftel and Tichxxxx xxxl Acquired Fund will cause the Registration Statement (including the Proxy Statement/Prospectus), at the time it becomes effective under the Securities Act, to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder. (c) Tichxxxx xxxeby covenants and agrees with Parent and Heftel that (i) the Registration Statement (at the time it becomes effective under the Securities Act and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material 43 fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that this clause (i) shall apply only to information contained in the Registration Statement that was supplied by Tichxxxx xxxcifically for inclusion therein); and (ii) the Proxy Statement/Prospectus (at to be delivered to the time it is first mailed to stockholders of Heftel, at the time shareholders of the Heftel Meeting, and Acquired Fund entitled to vote on the transactions contemplated by this Agreement at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this clause (ii) shall apply only to information contained in the Registration Statement that was supplied by Tichxxxx xxxcifically for inclusion therein). If, at any time least 20 days prior to the Effective Time, any event with respect date of the meeting of shareholders called to Tichxxxx, xx with respect to other information supplied by Tichxxxx xxxcifically for inclusion in the Registration Statement, occurs and act upon such event is required to be described in an amendment to the Registration Statement, Tichxxxx xxxll promptly notify Heftel of such occurrence and shall cooperate with Heftel in the preparation and filing of such amendment. If, at any time prior to the Effective Time, any event with respect to Tichxxxx, xx with respect to other information included in the Proxy Statement/Prospectus, occurs and such event is required to be described in a supplement to the Proxy Statement/Prospectus, such event shall be so described and such supplement shall be promptly prepared, filed and disseminatedtransactions.

Registration Statement and Proxy Statement/Prospectus. (a) Heftel Lima and Tichxxxx xxxll Alpha shall cooperate and promptly prepare the Registration Statement, Lima and Heftel Alpha shall file the Proxy Statement/Prospectus as soon as practicable after the date hereof and Lima shall file the Registration Statement with the SEC as soon as practicable after the execution and delivery of the Assignment Agreement and in any event not later than 45 days after such datethereafter. Heftel Lima shall use its reasonable best efforts, and Tichxxxx xxxll Alpha shall cooperate with Heftel Lima (including furnishing all information concerning Tichxxxx xxx Alpha and the holders of Tichxxxx Xxxmon Alpha Common Stock as may be reasonably requested by HeftelLima), to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Heftel Lima shall use its reasonable best efforts, and Tichxxxx xxxll Alpha shall cooperate with Heftel Lima, to obtain all necessary state securities laws or "blue sky" permits, approvals and registrations in connection with the issuance of Heftel Lima Common Stock pursuant to the Merger. (b) Heftel Lima and Tichxxxx xxxl Alpha will cause the Registration Statement (including the Proxy Statement/Statement/ Prospectus), at the time it becomes effective under the Securities Act, to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder. (c) Tichxxxx xxxeby Alpha hereby covenants and agrees with Parent and Heftel Lima that (i) the Registration Statement (at the time it becomes effective under the Securities Act and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material 43 fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that this clause (i) shall apply only to information contained in the Registration Statement that was supplied by Tichxxxx xxxcifically Alpha specifically for inclusion therein); and (ii) the Proxy Statement/Prospectus (at the time it is first mailed to stockholders of HeftelAlpha and Lima, at the time of the Heftel Alpha Meeting and the Lima Meeting, and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this clause (ii) shall not apply to any information contained in the Proxy Statement/ Prospectus that was supplied by Lima specifically for inclusion therein). If, at any time prior to the Effective Time, any event with respect to Alpha, or with respect to other information supplied by Alpha specifically for inclusion in the Registration Statement, occurs and such event is required to be described in an amendment to the Registration Statement, Alpha shall promptly notify Lima of such occurrence and shall cooperate with Lima in the preparation and filing of such amendment. If, at any time prior to the Effective Time, any event with respect to Alpha, or with respect to other information included in the Proxy Statement/Prospectus, occurs and such event is required to be described in a supplement to the Proxy Statement/Prospectus, such event shall be so described and such supplement shall be promptly prepared, filed and disseminated. (d) Lima hereby covenants and agrees with Alpha that (i) the Registration Statement (at the time it becomes effective under the Securities Act and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that this clause (i) shall not apply to any information contained in the Registration Statement that was supplied by Alpha specifically for inclusion therein); and (ii) the Proxy Statement/Prospectus (at the time it is first mailed to stockholders of Alpha and Lima, at the time of the Alpha Meeting and the Lima Meeting, and at the Effective Time) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this clause (ii) shall apply only to information contained in the Registration Statement Proxy Statement/ Prospectus that was supplied by Tichxxxx xxxcifically Lima specifically for inclusion therein). If, at any time prior to the Effective Time, any event with respect to TichxxxxLima, xx or with respect to other information supplied by Tichxxxx xxxcifically for inclusion included in the Registration Statement, occurs and such event is required to be described in an amendment to the Registration Statement, Tichxxxx xxxll such event shall be so described and such amendment shall be promptly notify Heftel of such occurrence prepared and shall cooperate with Heftel in the preparation and filing of such amendmentfiled. If, at any time prior to the Effective Time, any event with respect to TichxxxxLima, xx or with respect to other information included supplied by Lima specifically for inclusion in the Proxy Statement/Prospectus, occurs and such event is required to be described in a supplement to the Proxy Statement/Prospectus, Lima shall promptly notify Alpha of such event occurrence and shall cooperate with Alpha in the preparation, filing and dissemination of such supplement. (e) Neither the Registration Statement nor the Proxy Statement/Prospectus nor any amendment or supplement thereto will be so described filed or disseminated to the stockholders of Alpha or Lima without the approval of both Lima and such supplement Alpha. Lima shall be advise Alpha, promptly preparedafter it receives notice thereof, filed and disseminatedof the time when the Registration Statement has become effective under the Securities Act, the issuance of any stop order with respect to the Registration Statement, the suspension of the qualification of the Lima Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any comments or requests for additional information by the SEC with respect to the Registration Statement.