Common use of Registration Statement; Joint Proxy Statement/Prospectus Clause in Contracts

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon the execution and delivery of this Agreement, Peoples and Limestone shall promptly cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Joint Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and take the necessary steps to correct the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples Parent and Limestone the Company shall promptly prepare and cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing and Parent shall prepare and cause to be filed with the SEC andthe Form S-4 Registration Statement, when in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall use commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement is effectiveand the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, for delivery cooperate with each other with respect to their respective shareholders. (c) If either party becomes aware prior and respond promptly to the Effective Time of any information that would cause any comments of the statements SEC or its staff; (iii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Parent shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be false or misleading with respect mailed to any material factParent's stockholders, or and the Company shall use commercially reasonable efforts to omit cause the Joint Proxy Statement/Prospectus to state any material fact necessary be mailed to make the statements therein not false or misleadingCompany's stockholders, that party as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall promptly inform furnish to the other thereof all information concerning such party and take its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If either Parent or the necessary steps Company becomes aware of any information that should be disclosed in an amendment or supplement to correct the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party: (i) shall promptly inform the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or Parent. (b) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders' Meeting.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of the Company in Section 3.13, the registration statement (athe "Registration Statement") Upon pursuant to which Parent Common Stock to be issued in the execution and delivery of this Agreement, Peoples and Limestone Merger will be registered with the SEC shall promptly cause not at the time the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement is declared effective by the SEC as soon as practicable after contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the filing thereofstatements therein, in the light of the circumstances under which they were made, not misleading. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained supplied by Parent for inclusion in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement joint proxy statement/prospectus to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted sent to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable Parent in connection with the Registration Statement. general meeting of the shareholders of Parent to consider the Reverse Stock Split, the Share Amendment, the issuance of Parent Common Stock in the Merger, the Parent Name Change and the New Parent Director Election (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts the "Parent Shareholders Meeting"), and to cooperate the shareholders of the Company in connection with the other party in all reasonable respects meeting of the shareholders of the Company to prepare consider the Merger (the "Company Shareholders Meeting" and, together with the Parent Shareholders Meeting, the "Shareholders Meetings") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy Statement/Prospectus for filing with (or any amendment thereof or supplement thereto) is first mailed to shareholders, at the SEC andtime of the Shareholders Meetings, when the Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware prior to or at the Effective Time of Time, contain any information that would cause any statement which, at such time and in light of the statements in the Joint Proxy Statement/Prospectus to circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to make correct any statement in any earlier communication with respect to the statements therein not solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent or any of its respective affiliates, that party officers or directors should be discovered by Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform the other thereof Company. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and take the necessary steps rules and regulations thereunder. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to correct any information supplied by the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples the Company and Limestone Parent shall promptly prepare and cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have SEC the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the S-4 Registration Statement, the discovering party shall promptly inform the other party together with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC andor its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the S-4 Registration Statement, when the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement is effective(including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, for delivery to their respective shareholders. (c) If either party becomes aware prior respond promptly to the Effective Time of any information that would cause any comments of the statements in SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be false mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or misleading reasonably requested in connection with respect any action contemplated by this Section 5.1. If any event relating to any material factof the Acquired Corporations occurs, or to omit to state if the Company becomes aware of any material fact necessary to make the statements therein not false or misleadinginformation, that party shall promptly inform should be set forth in an amendment or supplement to the other thereof and take the necessary steps to correct S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon Each Party agrees to, and agrees to cause Newco to, cooperate with the execution other Party and delivery Newco, and their Representatives, in the preparation and filing of the Registration Statement and the Joint Proxy Statement/Prospectus. Neither the Joint Proxy Statement/Prospectus nor the Registration Statement shall be filed, and, prior to the termination of this Agreement, Peoples no amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement shall be filed, by Newco, BNY or Mellon without the approval of the other Party (which approval shall not be unreasonably withheld or delayed) and Limestone its counsel. The Parties shall promptly each cause Newco to use all reasonable efforts to cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by under the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action 1933 Act as promptly as practicable after filing thereof and to permit an appropriate amendment or supplement keep the Registration Statement effective as long as necessary to be transmitted consummate the Merger and the transactions contemplated thereby. The Parties agree to, and to the shareholders entitled to vote at such meetings. Peoples shall also cause Newco to, use all reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals Permits required by the Securities Laws to carry out the transactions contemplated by this Agreement, and Limestone shall each Party agrees to, and agrees to cause Newco to, furnish all information concerning Limestone them and the holders of Limestone Common Stock their capital stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish Newco will advise the other with all information concerning each other and its directorsParties, officers and shareholders and such other matters as may be reasonably necessary or advisable promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Newco Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Registration Statement. (b) Xxxxxxx Each Party agrees, as to itself, its Subsidiaries and Limestone Newco, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each agrees amendment and supplement thereto, if any, become effective under the 1933 Act, contain any untrue statement of a material fact or omit to use its commercially reasonable efforts state any material fact required to be stated therein or necessary to make the statements therein not misleading, and to cooperate with the other party in all reasonable respects to prepare (ii) the Joint Proxy Statement/Prospectus for filing with and any amendment or supplement thereto, at the SEC anddate of mailing to shareholders and at the times of the meetings of BNY shareholders and Mellon shareholders, when will contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the Registration Statement is effectivestatements, for delivery in light of the circumstances under which they were made, not misleading, or necessary to their respective shareholders. (c) If either party becomes correct any statement in the Joint Proxy Statement/Prospectus or any amendment or supplement thereto. Each Party further agrees that if it shall become aware prior to the Effective Time of any information furnished by it that would cause any of the statements in the Joint Proxy Statement/Prospectus or the Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall to promptly inform the other Party thereof and to take the necessary steps to correct the Joint Proxy Statement/ProspectusProspectus or the Registration Statement.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon the execution and delivery of this Agreement, Peoples and Limestone NB&T Financial shall promptly cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone NB&T Financial shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, If at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone NB&T Financial or Peoples is discovered by Limestone NB&T Financial or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone NB&T Financial and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone NB&T Financial shall furnish all information concerning Limestone NB&T Financial and the holders of Limestone NB&T Financial Common Stock as may be reasonably requested in connection with any such action. Limestone NB&T Financial and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx Peoples and Limestone NB&T Financial each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to their its respective shareholders. (c) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Joint Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and take the necessary steps to correct the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples Parent and Limestone the Company shall promptly prepare and cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing in preliminary form and Parent shall prepare and cause to be filed with the SEC andthe Form S-4 Registration Statement, when in which the Joint Proxy Statement/Prospectus will be included. Neither the Company nor Parent will file the Joint Proxy Statement/Prospectus or Form S-4 Registration Statement is effectivewith the SEC without first providing the other Party and its counsel a reasonable opportunity to review and comment on the portions thereof prepared by such Party, for delivery and each Party will give good faith consideration to all reasonable additions, deletions or changes suggested by the other Party or its counsel. Each of Parent and the Company shall use their respective shareholders. reasonable best efforts to: (ci) If either party becomes aware prior cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply with the Effective Time of applicable forms, rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to and respond promptly to any information that would cause any comments of the statements in SEC or its staff; and (iii) have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent shall use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be false mailed to Parent’s stockholders, and the Company will use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and its Subsidiaries, officers, directors and stockholders that may be required or misleading reasonably requested in connection with respect any action contemplated by this Section 5.1. In addition, each Party will use its reasonable best efforts to any material fact, cause such Party’s independent registered public accounting firm to consent to the inclusion or incorporation by reference of the audit reports on the annual audited consolidated financial statements of such Party included in the Form S-4 Registration Statement. The Company will use its reasonable best efforts to omit provide information concerning the Company to state any material fact the extent reasonably necessary to make enable Parent to prepare required pro forma financial statements and related footnotes required to be included in the statements therein not false Form S-4 Registration Statement. (b) If the Company or misleading, Parent becomes aware of any information that party shall promptly inform should be disclosed in an amendment or supplement to the other thereof and take the necessary steps to correct Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such Party shall: (i) promptly inform the other Party thereof; (ii) provide the other Party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC, and give good faith consideration to all reasonable additions, deletions or changes suggested by the other Party or its counsel; (iii) provide the other Party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) if mailing is appropriate, cooperate in mailing such amendment or supplement to the stockholders of the Company or the stockholders of Parent. (c) Prior to the Effective Time, Parent and the Company shall use their respective reasonable best efforts to take all other action required to be taken under the Securities Act (and the rules and regulations of the SEC promulgated thereunder), the Exchange Act (and the rules and regulations of the SEC promulgated thereunder) or under any applicable state securities or “blue sky” laws (and the rules and regulations promulgated thereunder) in connection with the issuance, exchange and listing of Parent Common Stock to be issued in the Merger, except that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified or file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples Parent and Limestone the Company shall promptly prepare and cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing and Parent shall prepare and cause to be filed with the SEC andthe Form S-4 Registration Statement, when in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall use reasonable best efforts: (i) to cause the Form S-4 Registration Statement is effectiveand the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, for delivery cooperate with each other with respect to their respective shareholders. (c) If either party becomes aware prior and respond promptly to the Effective Time of any information that would cause any comments of the statements SEC or its staff; (iii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Parent shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be false or misleading with respect mailed to any material factParent’s stockholders, or and the Company shall use reasonable best efforts to omit cause the Joint Proxy Statement/Prospectus to state any material fact necessary be mailed to make the statements therein not false or misleadingCompany’s stockholders, that party as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall promptly inform furnish the other thereof party all information concerning such party, its Subsidiaries and take stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If either Parent or the necessary steps Company becomes aware of any information that should be disclosed in an amendment or supplement to correct the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party: (i) shall promptly inform the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or Parent. (b) Prior to the Effective Time, Parent shall use reasonable best efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders’ Meeting; provided, however, that Parent shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples Parent and Limestone the Company shall promptly prepare and cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing and Parent shall prepare and cause to be filed with the SEC andthe Form S-4 Registration Statement, when in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in each case, in preliminary form. Each of the parties shall use reasonable best efforts: (i) to cause the Form S-4 Registration Statement is effectiveand the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, for delivery cooperate with each other with respect to their respective shareholders. (c) If either party becomes aware prior and respond promptly to the Effective Time of any information that would cause any comments of the statements SEC or its staff (including providing the other Party a reasonable opportunity to review and comment on such response); (iii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the First Merger. Parent shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be false or misleading with respect mailed to any material factParent’s stockholders, or and the Company shall use reasonable best efforts to omit cause the Joint Proxy Statement/Prospectus to state any material fact necessary be mailed to make the statements therein not false or misleadingCompany’s stockholders, that party as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Parties shall promptly inform furnish the other thereof Parties all information concerning such Party, its Subsidiaries and take stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. For the necessary steps avoidance of doubt, no filing of the Form S-4 Registration Statement will be made by Parent without providing the Company with a reasonable opportunity to correct review and comment thereon. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such Party: (i) shall promptly inform the other Party thereof; (ii) shall provide the other Party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall provide the other Party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) if mailing is appropriate, shall cooperate in mailing such amendment or supplement to the stockholders of the Company or the stockholders of Parent. (b) Prior to the First Merger Effective Time, Parent and the Company shall use their respective reasonable best efforts to take all other action required to be taken under the Securities Act and the rules and regulations of the SEC promulgated thereunder, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or any applicable state securities or “blue sky” laws and the rules and regulations thereunder, in connection with the issuance, exchange and listing of Parent Common Stock to be issued in the First Merger, including the Parent Common Stock to be issued upon the exercise of converted Company Warrants and upon the vesting of converted Company RSUs; provided, however, that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified or file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon Section 5.4.1 As promptly as practicable after the execution and delivery of this Agreement, Peoples the Company and Limestone Parent shall promptly prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”), which shall include a prospectus in connection with the issuance of shares of Parent Common Stock to the shareholders of the Company pursuant to the Merger, and a joint proxy statement relating to the Company Shareholders’ Meeting and the Parent Shareholders’ Meeting (the “Joint Proxy Statement/Prospectus”) (it being understood that Parent shall file the Registration Statement with the SEC, and each of Parent and the Company shall file the Joint Proxy Statement/Prospectus). In connection therewith, each of the Company and Parent shall reasonably cooperate and shall cause their respective independent registered public accountants to cooperate with the other party and its independent registered public accountant, in connection with the preparation of the Registration Statement and Joint Proxy Statement/Prospectus, including with respect to the preparation of the pro forma and other financial information required to be included therein, or in any Current Report on Form 8-K or Exchange Act report or filing by Parent, including any registration statement filed by Parent, including by providing consents and customary comfort letters reasonably requested by Parent. In addition, each of the Company and Parent shall prepare and file with the SEC any Other Filings as and when required or requested by the SEC. Each of the Company and Parent will use reasonable best efforts to respond to any comments made by the SEC with respect to the Registration Statement, Joint Proxy Statement/Prospectus and any Other Filings, and to cause the Registration Statement to be prepared and Peoples shall cause become effective as promptly as practicable. Prior to the effective date of the Registration Statement to be filed with the SEC. Peoples and Limestone Statement, Parent shall use their commercially reasonable best efforts to have take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of the Company and Parent shall furnish, or cause to be furnished, all information concerning it and the holders of its capital stock as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement, Joint Proxy Statement/Prospectus and any Other Filings. Subject to Sections 5.5 and 5.7, as promptly as reasonably practicable, each of the Company and Parent shall mail the Joint Proxy Statement/Prospectus to its shareholders. Subject to Section 5.7 hereof, the Company Proxy Statement shall include the recommendation of the Company Board that approval of this Agreement by the Company’s shareholders is advisable and that the Company Board has determined that the Merger is fair to and in the best interests of the Company’s shareholders (the “Company Recommendation”). The Joint Proxy Statement/Prospectus shall also include the recommendation of the board of directors of Parent (the “Parent Board”) that Parent’s shareholders approve the Merger and the issuance of shares of Parent Common Stock in accordance with Article 2 (the “Parent Recommendation”). Section 5.4.2 Subject to Section 5.7 and other than pursuant to Rule 425 of the Securities Act or Rule 14a-12 of the Exchange Act with respect to releases made in compliance with Section 5.11 of this Agreement, no amendment or supplement to Joint Proxy Statement/Prospectus or any Other Filings, nor any response to any comments or inquiry from the SEC, will be made by the Company or Parent without providing the other party with the opportunity to review and comment upon such response, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent each will advise the other promptly after it receives notice of the time when the Registration Statement declared has become effective or any supplement or amendment has been filed, of 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 request by the SEC as soon as practicable after for amendment of the filing thereof. Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or comments thereon and responses thereto or requests by the SEC for additional information. Section 5.4.3 The Company shall use reasonable best efforts to cause to be delivered to Parent a letter of Ernst & Young LLP, the Company’s independent public accountants, dated within two Business Days before the date on which the Registration Statement shall become effective, addressed to Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for letters delivered by independent public accountants in connection with other registration statements that Parent may file. Section 5.4.4 The Parent shall use reasonable best efforts to cause to be delivered to the Company a letter of Ernst & Young LLP, the Parent’s independent public accountants, dated within two Business Days before the date on which the Registration Statement shall become effective, addressed to the Company, 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 other registration statements. Section 5.4.5 The parties shall cooperate in responding use their reasonable best efforts to and considering cause their respective independent auditors to render any questions or comments from consent required by the SEC staff regarding to include its report on the information contained Company consolidated financial statements or the Parent consolidated financial statements, as the case may be, in the Registration Statement. IfStatement and to references to said accountants as experts in the Registration Statement with respect to the matters included in said report. Section 5.4.6 Parent shall promptly inform the Company if, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event or circumstance relating to Limestone Parent or Peoples is any Parent Subsidiary, or any of their respective officers or directors, should be discovered by Limestone or Peoples, as applicable, which Parent that should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing with the SEC andor any Other Filing. The Company shall promptly inform Parent if, when the Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware at any time prior to the Effective Time of Time, any information that would cause event or circumstance relating to the Company or any Company Subsidiary, or any of their respective officers or directors, should be discovered by the statements Company that should be set forth in an amendment or a supplement to the Registration Statement, Joint Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and take the necessary steps to correct the Joint Proxy Statement/ProspectusOther Filing.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples Parent and Limestone the Company shall promptly cause the Registration Statement cooperate to be prepared prepare and Peoples Parent shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have SEC the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Form S-4 Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare which the Joint Proxy Statement/Prospectus for will be included as a prospectus. Each of Parent and the Company shall use commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall cause to be filed with the SEC andthe Joint Proxy Statement/Prospectus, when the Registration Statement is effective, for delivery Parent shall use commercially reasonable efforts to their respective shareholders. (c) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Joint Proxy Statement/Prospectus to be false or misleading with respect mailed to any material factParent’s stockholders, or and the Company shall use commercially reasonable efforts to omit cause the Joint Proxy Statement/Prospectus to state any material fact necessary be mailed to make the statements therein not false or misleadingCompany’s stockholders, that party in each case as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall promptly inform furnish the other thereof party all information concerning such party, its Subsidiaries and take stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If either Parent or the necessary steps Company becomes aware of any information that should be disclosed in an amendment or supplement to correct the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party: (i) shall promptly inform the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or Parent. (b) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders’ Meeting; provided, however, that Parent shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement/Prospectus. None of the information supplied or to be supplied by Company for inclusion in (ai) Upon the execution and delivery of this Agreement, Peoples and Limestone shall promptly cause the Registration Statement (as defined in Section 2.5(b)) will at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be prepared stated therein or necessary in order to make the statements therein not misleading and Peoples shall cause (ii) the Registration Statement proxy statement/prospectus to be filed sent to the shareholders of Company and stockholders of Parent in connection with the SEC. Peoples meeting of Company's shareholders to consider the approval and Limestone adoption of this Agreement and the approval of the Merger (the "Company Shareholders' Meeting") and in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the "Parent Stockholders' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") shall use their commercially reasonable best efforts not, on the date the Joint Proxy Statement/Prospectus is first mailed to have Company's shareholders and Parent's stockholders, at the Registration Statement declared effective by time of the SEC as soon as practicable after Company Shareholders' Meeting or the filing thereofParent Stockholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any 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 false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The parties shall cooperate Joint Proxy Statement/Prospectus will comply as to form in responding to all material respects with the provisions of the Exchange Act and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statementrules and regulations thereunder. If, If at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone Company or Peoples is any of its affiliates, officers or directors should be discovered by Limestone or Peoples, as applicable, Company which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or a supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Joint Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and take the necessary steps to correct the Joint Proxy Statement/Prospectus, Company shall promptly inform Parent. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples Parent and Limestone the Company shall promptly prepare and cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SECSEC the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus. Peoples Each of Parent and Limestone the Company shall use their commercially all reasonable best efforts to cause the Form S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective by under the SEC Securities Act as soon promptly as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement it is filed with the SEC, . Each of Parent and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party Company shall promptly inform the other party with use all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Joint Proxy Statement/Prospectus to be false mailed to the parties' stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Company and the Company's stockholders that may be required or misleading reasonably requested in connection with respect any action contemplated by this Section 6.1. If any event relating to any material factthe Company occurs, or if the Company becomes aware of any information that should be disclosed in an amendment or supplement to omit to state any material fact necessary to make the statements therein not false Form S-4 Registration Statement or misleading, that party shall promptly inform the other thereof and take the necessary steps to correct the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders' Meeting.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement (but in any event within 30 days following the date of this Agreement), Peoples Parent and Limestone the Company shall promptly cause the Registration Statement to be prepared prepare, and Peoples Parent shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective SEC by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. IfParent, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing and Parent shall prepare and cause to be filed with the SEC andand any other jurisdictions in which such filing may be required the Form S-4 Registration Statement, when in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of the Company and Parent shall use reasonable best efforts: (i) to cause the Form S-4 Registration Statement is effectiveand the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC and applicable states; (ii) to promptly notify the other of, for delivery cooperate with each other with respect to their respective shareholders. (c) If either party becomes aware prior and respond promptly to the Effective Time of any information that would cause any comments of the statements SEC or its staff; (iii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Parent shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be false or misleading with respect mailed to any material factParent’s stockholders and the Company shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act and qualifies under, or is exempt from qualification under, applicable state laws. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If either Parent or the Company becomes aware of any information that should be disclosed in an amendment or supplement to omit to state any material fact necessary to make the statements therein not false Form S-4 Registration Statement or misleadingthe Joint Proxy Statement/Prospectus, that then: (i) such party shall promptly inform the other thereof party thereof; (ii) Parent shall provide the Company (and take its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the necessary steps to correct Form S-4 Registration Statement or the Joint Proxy Statement/ProspectusProspectus prior to it being filed with the SEC; (iii) Parent shall provide the Company with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) such party shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or Parent. (b) Prior to the Effective Time, Parent shall obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities laws of every state of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the stockholders entitled to vote on the Company Proposals; provided, however, that Parent shall not be required: to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified.

Registration Statement; Joint Proxy Statement/Prospectus. As promptly as reasonably practicable after the date hereof, (ai) Upon Remainco shall deliver to Merger Partner the execution financial statements contemplated by Sections 5.11(a) and delivery of this Agreement5.11(b) and (ii) (A) (and as promptly as reasonably practicable after the date such financial statements are delivered to Merger Partner), Peoples Merger Partner and Limestone Remainco shall promptly jointly prepare and cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have SEC the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate Joint Proxy Statement/Prospectus, in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SECpreliminary form, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party Merger Partner shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon SEC the effectiveness of such amendmentMerger Partner Registration Statement, each of Limestone in which the Joint Proxy Statement/Prospectus, in preliminary form, will be included as a prospectus, and Peoples (if prior B) unless otherwise agreed in writing by Remainco and Merger Partner, Remainco shall cause Spinco to file with the meetings of SEC a registration statement on Form 10 (together with any amendments, supplements, prospectus or information statements thereto, the shareholders pursuant “Spinco Registration Statement”), to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement register the Spinco Units to be transmitted to distributed in the shareholders entitled to vote at such meetingsDistribution. Peoples Merger Partner and Remainco shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection cooperate with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the preparation and filing of the Merger Partner Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare , the Joint Proxy Statement/Prospectus for filing and the Spinco Registration Statement. Merger Partner and Remainco shall file or cause to be filed such other appropriate documents with the SEC andas may be applicable. Merger Partner and Remainco shall (1) cause the Merger Partner Registration Statement, when the Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Joint Proxy Statement/Prospectus and the Spinco Registration Statement to be false comply as to form in all material respects with the applicable rules, regulations and requirements of the Exchange Act or misleading Securities Act; (2) promptly notify the other of, cooperate with each other with respect to, provide the other Party (and its Representatives) with a reasonable opportunity to review and comment on, and respond promptly to, any comments of the SEC or its staff with respect to any material factthe Merger Partner Registration Statement, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and take the necessary steps to correct the Joint Proxy Statement/Prospectus.Prospectus or the Spinco Registration Statement; (3) provide the other Party (and its Representatives) with a reasonable opportunity to review and comment on the Merger Partner Registration Statement, the Joint Proxy Statement/Prospectus and the Spinco Registration Statement, prior to filing of any such document with the SEC, including any amendments or supplements thereto; (4) have the Merger Partner Registration Statement and the Spinco Registration Statement become effective under the Securities Act and the Exchange Act, respectively, as promptly as reasonably practicable after each is filed with the SEC (it being understood that Merger Partner and Remainco shall use commercially reasonable efforts to cause the Merger Partner Registration Statement to become effective under the Securities Act prior to the date on which the financial statements included therein would become stale for purposes of the

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution date hereof, FNB and delivery Granite shall cooperate in the preparation of this Agreementthe Joint Proxy Statement/Prospectus. FNB agrees to prepare, Peoples in compliance with all applicable Laws, a registration statement on Form S-4 to be filed by FNB with the SEC in connection with the issuance of FNB Common Stock in the Merger (including any amendments or supplements, the “Registration Statement”), which shall include the Joint Proxy Statement/Prospectus. Granite agrees to cooperate, and Limestone shall to cause its Subsidiaries to cooperate, with FNB, its counsel and its accountants, in preparation of the Registration Statement; and provided that Granite and its Subsidiaries have cooperated as required above, FNB agrees to file the Registration Statement as promptly as reasonably practicable after the date hereof. Each of Granite and FNB agrees to use all reasonable best efforts to cause the Registration Statement to be prepared declared effective under the Securities Act as promptly as reasonably practicable after filing thereof and Peoples shall cause to keep the Registration Statement effective as long as it is necessary to be filed consummate the Merger and the other transactions contemplated hereby. FNB and Granite shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, and advise the SECother party of any oral comments, received from the SEC with respect to the Joint Proxy Statement/Prospectus. Peoples FNB shall provide Granite with a reasonable opportunity to review and Limestone shall use their commercially reasonable best efforts comment on any amendment or supplement to have the Registration Statement declared effective by the SEC as soon as practicable after the and any communications prior to filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed such with the SEC, and will promptly provide Granite with a copy of all such filings and communications made with the SEC. FNB also agrees to use all reasonable efforts to obtain, prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, effective date of the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall . Granite agrees to furnish to FNB all information concerning Limestone Granite, its Subsidiaries, officers, directors and the holders of Limestone Common Stock shareholders as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statementforegoing. (b) Xxxxxxx Each of Granite and Limestone FNB agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each agrees amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to use its commercially reasonable efforts state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and to cooperate with the other party in all reasonable respects to prepare (ii) the Joint Proxy Statement/Prospectus for filing with and any amendment or supplement thereto will, at the SEC anddate of mailing to the Granite stockholders and at the time of the Granite Stockholders Meeting, when and at the Registration Statement is effectivedate of mailing to the FNB Shareholders and at the time of the FNB Shareholders Meeting, for delivery as the case may be, not contain any untrue statement of a material fact or omit to their respective shareholders. (c) If either party becomes state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which such statements are made, not false or misleading. Each of Granite and FNB further agrees that if it shall become aware prior to the Effective Time of any information furnished by it that would cause any of the statements in the Joint Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they are made, not false or misleading, that party shall to promptly inform the other party thereof and to take the necessary steps to correct the Joint Proxy Statement/Prospectus. (c) FNB agrees to advise Granite, promptly after FNB receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of FNB Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples Parent and Limestone the Company shall promptly prepare and cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing and Parent shall prepare and cause to be filed with the SEC andthe Form S-4 Registration Statement, when in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall use commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement is effectiveand the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, for delivery cooperate with each other with respect to their respective shareholders. (c) If either party becomes aware prior and respond promptly to the Effective Time of any information that would cause any comments of the statements SEC or its staff; (iii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Parent shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be false or misleading with respect mailed to any material factParent’s stockholders, or and the Company shall use commercially reasonable efforts to omit cause the Joint Proxy Statement/Prospectus to state any material fact necessary be mailed to make the statements therein not false or misleadingCompany’s stockholders, that party as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall promptly inform furnish the other thereof party all information concerning such party, its Subsidiaries and take stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If either Parent or the necessary steps Company becomes aware of any information that should be disclosed in an amendment or supplement to correct the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party: (i) shall promptly inform the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or Parent. (b) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders’ Meeting; provided, however, that Parent shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement (but in any event within 45 days following the date of this Agreement), Peoples Parent and Limestone the Company shall promptly prepare and cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing and Parent shall prepare and cause to be filed with the SEC andthe Form S-4 Registration Statement, when in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall use reasonable best efforts: (i) to cause the Form S-4 Registration Statement is effectiveand the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, for delivery cooperate with each other with respect to their respective shareholders. (c) If either party becomes aware prior and respond promptly to the Effective Time of any information that would cause any comments of the statements SEC or its staff; (iii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Parent shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be false or misleading with respect mailed to any material factParent’s stockholders, or and the Company shall use reasonable best efforts to omit cause the Joint Proxy Statement/Prospectus to state any material fact necessary be mailed to make the statements therein not false or misleadingCompany’s stockholders, that party as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall promptly inform furnish the other thereof party all information concerning such party, its Subsidiaries and take stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If either Parent or the necessary steps Company becomes aware of any information that should be disclosed in an amendment or supplement to correct the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party: (i) shall promptly inform the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or Parent. (b) Prior to the Effective Time, Parent shall use reasonable best efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities laws of every state of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders’ Meeting; provided, however, that Parent shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As soon as practicable after the execution and delivery of this Agreement, Peoples Omega and Limestone Online shall promptly prepare and file with the SEC preliminary proxy materials relating to the Shareholders Meetings and the vote of the shareholders of each of Omega and Online with respect to the Merger. As soon as practicable following receipt of SEC comments on the Joint Proxy Statement/Prospectus, Omega and Online shall file with the SEC definitive proxy materials relating to the Shareholders Meetings and Newco shall file with the SEC the Registration Statement, which shall include the Joint Proxy Statement/Prospectus as a prospectus, in connection with the registration under the Securities Act of the shares of Newco Common Stock to be distributed to holders of Omega Common Stock and Online Common Stock pursuant to the Merger. Each of Newco, Omega and Online shall use its reasonable best efforts to have or cause the Registration Statement to become effective (including clearing the Joint Proxy Statement/Prospectus with the SEC) as promptly as practicable, and shall take any and all actions required under any applicable federal or state securities laws or blue sky laws in connection with the issuance of Newco Common Stock pursuant to the Merger. Without limiting the generality of the foregoing, each of Omega and Online shall (i) notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC or any other governmental official for amendments or supplements to, or any other filing or supplemental or additional information relating to the Joint Proxy Statement/Prospectus or the Registration Statement, and shall promptly supply the other with copies of all correspondence between it or any of its representatives, on the one hand, and the SEC or any other governmental official, on the other hand, with respect to any of the foregoing filings, and (ii) use all reasonable efforts, after consultation with the other such party, to respond promptly to any comments made by the SEC with respect to the Joint Proxy Statement/Prospectus (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). As promptly as practicable after the Registration Statement shall have become effective, each of Omega and Online shall mail or cause to be prepared mailed its Joint Proxy Statement/Prospectus to its respective shareholders. (b) Omega and Peoples Online shall each cause the Registration Statement and the Joint Proxy Statement Prospectus to be filed comply in all material respects with the SECSecurities Act, the Exchange Act and all other applicable federal and state securities law requirements. Peoples Each of Omega and Limestone Online shall, and shall use their commercially reasonable best efforts to have cause its respective representatives to, fully cooperate with the other such party and its respective representatives in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement declared effective by Statement, and shall provide promptly to the SEC other such information concerning it and its affiliates, directors, officers and stockholders as soon as practicable after the filing thereof. The parties shall cooperate other may reasonably request in responding to connection with the preparation of the Joint Proxy Statement/Prospectus and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, If at any time after the Registration Statement is filed with the SEC, and prior to the Effective TimeTime Omega or Online shall become aware of any fact, any event relating or circumstance that is required to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or a supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for Prospectus, Omega or Online, as the case may be, shall promptly notify the other of such fact, event or circumstance and the parties shall cooperate with each other in filing with the SEC andor any other governmental official, when and (in the Registration Statement is effectivecase of a supplement to the Joint Proxy Statement/Prospectus) mailing to shareholders of Omega or Online, for delivery to their respective shareholdersas appropriate, such amendment or supplement. (ci) If either party becomes aware prior The Joint Proxy Statement/Prospectus shall contain the unanimous recommendation of the Board of Directors of Omega that the Omega shareholders approve this Agreement and the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are advisable and fair to, and in the best interests of, the shareholders of Omega PROVIDED that no such recommendation need be included, and any such recommendation may be withdrawn if previously included, if a Superior Proposal has been made and Omega and Omega's Board of Directors withdraw or modify such recommendation in compliance with, and otherwise have complied in all respects with, Section 5.4. Notwithstanding anything to the Effective Time of any information that would cause any of the statements contrary contained herein, Omega shall not include in the Joint Proxy Statement/Prospectus to be false or misleading any information with respect to Online or its affiliates or associates, the form and content of which information shall not have been approved by Online prior to such inclusion. (ii) The Joint Proxy Statement/Prospectus shall contain the unanimous recommendation of the Board of Directors of Online that the Online shareholders approve this Agreement and the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are advisable and fair to, and in the best interests of, the shareholders of Online PROVIDED that no such recommendation need be included, and any material factsuch recommendation may be withdrawn if previously included, if a Superior Proposal has been made and Online and Online's Board of Directors withdraw or modify such recommendation in compliance with, and otherwise have complied in all respects with Section 5.4. Notwithstanding anything to omit to state any material fact necessary to make the statements therein contrary contained herein, Online shall not false or misleading, that party shall promptly inform the other thereof and take the necessary steps to correct include in the Joint Proxy Statement/ProspectusProspectus any information with respect to Omega or its affiliates or associates, the form and content of which information shall not have been approved by Omega prior to such inclusion.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon Subject to the execution accuracy of the representations of the Company in Section 2.12 hereof, (i) the Form S-4 pursuant to which the Parent Common Shares, Exchangeable Shares, Units and delivery of this Agreement, Peoples and Limestone shall promptly cause the Registration Statement Class B Shares to be prepared and Peoples shall cause the Registration Statement to be filed issued in connection with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed Transactions will be registered with the SEC, (ii) the Joint Proxy Statement, and (iii) the Other Filings will (A) at the respective times such documents are filed with the SEC or other regulatory agency, (B) in the case of the Joint Proxy Statement, at the date it or any amendments or supplements thereto are mailed to stockholders, at the time of the Parent Stockholders' Meeting and at the Effective Time and (C) in the case of the Form S-4, if any, when it becomes effective under the Securities Act, at the Effective Time and on the date of any post-effective amendment thereto, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Joint Proxy Statement will comply as to form in all material respects with the applicable provisions of the Delaware General Corporation Law and the Exchange Act as it relates to the Parent Stockholders' Meeting, and the Form S-4, as it relates the issuance of the Parent Common Shares, Exchangeable Shares, Units and Class B Shares to be issued in connection with the Transactions, will comply as to form in all material respects with the requirements of the Securities Act. If at any time prior to the Effective Time, Date any event relating to Limestone Parent, Dutchco, Amalgamation Sub or Peoples is any of their respective affiliates, officers or directors should be discovered by Limestone Parent, Dutchco or Peoples, as applicable, Amalgamation Sub which should be set forth in an amendment of, to the Form S-4 or a supplement to, to the Registration Joint Proxy Statement, the discovering party shall Parent, Dutchco or Amalgamation Sub will promptly inform the other party Company. Notwithstanding the foregoing, Parent makes no representation or warranty with all relevant respect to any information relating to such eventsupplied by the Company which is contained in, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed or furnished in connection with the SEC. Upon the effectiveness of such amendmentpreparation of, each of Limestone and Peoples (if prior to the meetings any of the shareholders pursuant to Section 6.02 hereofforegoing. (b) will take all necessary action as promptly as practicable to permit an appropriate amendment As of the date hereof and at the Effective Time, except for obligations or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law liabilities incurred in connection with its incorporation or “blue sky” permits organization and approvals required to carry out the transactions contemplated by this Agreement and the Amalgamation Agreement and except for this Agreement and the Amalgamation Agreement and any other agreements or arrangements contemplated by this Agreement, Amalgamation Sub has not and Limestone shall furnish all information concerning Limestone and the holders will not have incurred, directly or indirectly, through any subsidiary or affiliate, any obligations or liabilities or engaged in any business activities of Limestone Common Stock as may be reasonably requested in connection any type or kind whatsoever or entered into any agreements or arrangements with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statementperson. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Joint Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and take the necessary steps to correct the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples the Buyer and Limestone the Seller shall promptly cause the Registration Statement to be prepared cooperate in preparing and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples SEC a mutually acceptable joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) and Limestone the Buyer shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to prepare and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon SEC a registration statement on Form S-4 covering the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings issuance of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or Merger Consideration (“blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Form S-4 Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party ”), in all reasonable respects to prepare which the Joint Proxy Statement/Prospectus for filing will be included as a prospectus. Each of the Buyer and the Seller shall use reasonable best efforts to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC and, when and to keep the Form S-4 Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware prior to effective through the Effective Time or termination of this Agreement pursuant to Article VIII hereof. Buyer and Seller shall, as promptly as practicable after receipt thereof, provide the other party copies of any information that would cause written comments and advise the other party of any oral comments with respect to the Joint Proxy Statement Prospectus or Form S-4 Registration Statement (or any document incorporated therein by reference) received from the SEC. Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement Prospectus and the Form S-4 Registration Statement prior to filing such with the SEC. Notwithstanding any other provision herein to the contrary (but subject to the rights of the statements Seller pursuant to Section 6.5), no amendment or supplement (including incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 Registration Statement shall be made without the approval of each party, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by a party which are incorporated by reference in the Joint Proxy Statement/Prospectus or the Form S-4 Registration Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement becomes effective, the issuance of any stop order, the suspension of the qualification of the Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction or any request by the SEC for amendment of the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus. The Buyer will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be false mailed to the Buyer’s stockholders, and the Seller will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Seller’s stockholders, in either case, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy Statement/Prospectus in light of the date set for the Seller Stockholders’ Meeting and the Buyer Stockholders’ Meeting. If the Buyer or misleading with respect the Seller becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus so that such documents would not include any misstatement of a material fact, fact or to omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not false or misleading, that then such party shall promptly inform the other thereof and take shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Buyer and the Seller. (b) Prior to the Effective Time, the Buyer shall use reasonable best efforts to obtain all regulatory approvals needed to ensure that Buyer Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States necessary steps to correct effect the Joint Proxy Statement/ProspectusMerger; provided, however, that the Buyer shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified, or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon Parent and the execution Company shall jointly prepare, and delivery of this Agreement, Peoples and Limestone shall promptly cause the Registration Statement to be prepared and Peoples Parent shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall , the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as a prospectus, as promptly as practicable after the date of this Agreement (it being agreed that each Party will use their commercially its reasonable best efforts to file the Form S-4 Registration Statement within 45 days following the date of this Agreement). Each of Parent and the Company shall cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC. Parent shall use commercially reasonable efforts to have the Form S-4 Registration Statement declared become effective by under the SEC Securities Act as soon promptly as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement it is filed with the SEC, and prior to keep the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Form S-4 Registration Statement effective through the Closing in order to be filed with permit the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings consummation of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as Mergers. As promptly as practicable to permit an appropriate amendment or supplement to be transmitted to after the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing with the SEC and, when the Form S-4 Registration Statement is effectivedeclared effective under the Securities Act, for delivery to their respective shareholders. (ci) If either party becomes aware prior to the Effective Time of any information that would Company shall cause any of the statements in the Joint Proxy Statement/Prospectus to be false filed with the SEC and mailed to the Company’s stockholders, and (ii) Parent shall cause the Joint Proxy Statement/Prospectus to be mailed to Parent’s stockholders. Each of Parent and the Company shall promptly furnish the other Party all information concerning such Party, its Subsidiaries and stockholders that may be required or misleading reasonably requested in connection with respect any action contemplated by this Section 5.1. If, prior to the receipt of the Required Company Stockholder Vote or the Required Parent Stockholder Vote, either Parent or the Company becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus so that either such document would not include any misstatement of a material fact, fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not false or misleading, that party then such Party: (A) shall promptly inform the other thereof Party thereof; (B) shall provide the other Party (and take its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the necessary steps Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to correct it being filed with the SEC; (C) shall provide the other Party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (D) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company and/or Parent, as applicable. (b) No filing of, or amendment or supplement to, the Form S-4 Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case without providing the other Party a reasonable opportunity to review and comment thereon (other than, in each case, any filing, amendment or supplement in connection with a Company Change in Recommendation or a Parent Change in Recommendation, as applicable), and each Party shall consider in good faith all comments reasonably proposed by the other Party. Each of the Company and Parent shall promptly provide the other with copies of all such filings, amendments or supplements to the extent not publicly available. Each of the Company and Parent shall reasonably assist and cooperate with the other in the preparation of the Form S-4 Registration Statement or Joint Proxy Statement/Prospectus, as applicable, and the resolution of any comments to either received from the SEC. The Parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, or for additional information, and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement, Joint Proxy Statement/Prospectus or the Mergers, and (ii) all Orders of the SEC relating to the Form S-4 Registration Statement. No response to any comments from the SEC or the staff of the SEC relating to the Joint Proxy Statement/Prospectus will be made by either Party without providing the other a reasonable opportunity to review and comment thereon unless pursuant to a telephone call initiated by the SEC or the staff of the SEC, and each Party shall consider in good faith all comments reasonably proposed by the other Party. (c) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure the Parent Common Stock to be issued as the Merger Consideration will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders’ Meeting; provided, however, that Parent shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon Subject to the execution accuracy of the representations of the Company in Section 2.12 hereof, (i) the Form S-4 pursuant to which the Parent Common Shares, Exchangeable Shares, Units and delivery of this Agreement, Peoples and Limestone shall promptly cause the Registration Statement Class B Shares to be prepared and Peoples shall cause the Registration Statement to be filed issued in connection with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed Transactions will be registered with the SEC, (ii) the Joint Proxy Statement, and (iii) the Other Filings will (A) at the respective times such documents are filed with the SEC or other regulatory agency, (B) in the case of the Joint Proxy Statement, at the date it or any amendments or supplements thereto are mailed to stockholders, at the time of the Parent Stockholders' Meeting and at the Effective Time and (C) in the case of the Form S-4, if any, when it becomes effective under the Securities Act, at the Effective Time and on the date of any post-effective amendment thereto, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Joint Proxy Statement will comply as to form in all material respects with the applicable provisions of the Delaware General Corporation Law and the Exchange Act as it relates to the Parent Stockholders' Meeting, and the Form S-4, as it relates the issuance of the Parent Common Shares, Exchangeable Shares, Units and Class B Shares to be issued in connection with the Transactions, will comply as to form in all material respects with the requirements of the Securities Act. If at any time prior to the Effective Time, Date any event relating to Limestone Parent, Dutchco, Amalgamation Sub or Peoples is any of their respective affiliates, officers or directors should be discovered by Limestone Parent, Dutchco or Peoples, as applicable, Amalgamation Sub which should be set forth in an amendment of, to the Form S-4 or a supplement to, to the Registration Joint Proxy Statement, the discovering party shall Parent, Dutchco or Amalgamation Sub will promptly inform the other party Company. Notwithstanding the foregoing, Parent makes no representation or warranty with all relevant respect to any information relating to such eventsupplied by the Company which is contained in, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed or furnished in connection with the SEC. Upon the effectiveness of such amendmentpreparation of, each of Limestone and Peoples (if prior to the meetings any of the shareholders pursuant to Section 6.02 hereofforegoing. (b) will take all necessary action as promptly as practicable to permit an appropriate amendment As of August 20, 1998 and at the Effective Time, except for obligations or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law liabilities incurred in connection with its incorporation or “blue sky” permits organization and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone Agreement and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Joint Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and take the necessary steps to correct the Joint Proxy Statement/Prospectus.17

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon the execution and delivery of this Agreement, Peoples and Limestone Premier Financial shall promptly cause the Registration Statement to be prepared prepared, and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone Premier Financial shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, If at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone Premier Financial or Peoples is discovered by Limestone Premier Financial or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone Premier Financial and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone Premier Financial shall furnish all information concerning Limestone Premier Financial and the holders of Limestone Premier Financial Common Stock as may be reasonably requested in connection with any such action. Limestone Premier Financial and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx Peoples and Limestone Premier Financial each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Joint Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and take the necessary steps to correct the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples Parent and Limestone the Company shall promptly prepare and cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing and Parent shall prepare and cause to be filed with the SEC andthe Form S-4 Registration Statement, when in which the Joint Proxy Statement/ Prospectus will be included as a prospectus. Each of Parent and the Company shall use all commercially reasonable efforts to cause the Form S-4 Registration Statement is effectiveand the Joint Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, for delivery to their respective shareholders. (c) If either party becomes aware prior respond promptly to the Effective Time of any information that would cause any comments of the statements in SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be false mailed to Parent's stockholders, and the Company will use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's stockholders that may be required or misleading reasonably requested in connection with respect any action contemplated by this Section 5.1. If any event relating to any material factof the Acquired Corporations occurs, or to omit to state if the Company becomes aware of any material fact necessary to make the statements therein not false or misleadinginformation, that party shall promptly inform should be disclosed in an amendment or supplement to the other thereof and take the necessary steps to correct Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company. (b) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon the execution and delivery of this Agreement, Peoples and Limestone Premier Financial shall promptly cause the Registration Statement to be prepared prepared, and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone Premier Financial shall use their Table of Contents commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, If at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone Premier Financial or Peoples is discovered by Limestone Premier Financial or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone Premier Financial and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone Premier Financial shall furnish all information concerning Limestone Premier Financial and the holders of Limestone Premier Financial Common Stock as may be reasonably requested in connection with any such action. Limestone Premier Financial and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx Peoples and Limestone Premier Financial each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Joint Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and take the necessary steps to correct the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples the Buyer and Limestone the Seller shall promptly cause the Registration Statement to be prepared cooperate in preparing and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples SEC a mutually acceptable joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus") and Limestone the Buyer shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to prepare and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon SEC a registration statement on Form S-4 covering the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings issuance of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Merger Consideration ("Form S-4 Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party "), in all reasonable respects to prepare which the Joint Proxy Statement/Prospectus for filing will be included as a prospectus. Each of the Buyer and the Seller shall use reasonable best efforts to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC and, when and to keep the Form S-4 Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware prior to effective through the Effective Time or termination of this Agreement pursuant to Article VIII hereof. Buyer and Seller shall, as promptly as practicable after receipt thereof, provide the other party copies of any information that would cause written comments and advise the other party of any oral comments with respect to the Joint Proxy Statement Prospectus or Form S 4 Registration Statement (or any document incorporated therein by reference) received from the SEC. Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement Prospectus and the Form S-4 Registration Statement prior to filing such with the SEC. Notwithstanding any other provision herein to the contrary (but subject to the rights of the statements Seller pursuant to Section 6.5), no amendment or supplement (including incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 Registration Statement shall be made without the approval of each party, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by a party which are incorporated by reference in the Joint Proxy Statement/Prospectus or the Form S-4 Registration Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement becomes effective, the issuance of any stop order, the suspension of the qualification of the Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction or any request by the SEC for amendment of the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus. The Buyer will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be false mailed to the Buyer's stockholders, and the Seller will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Seller's stockholders, in either case, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy Statement/Prospectus in light of the date set for the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting. If the Buyer or misleading with respect the Seller becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus so that such documents would not include any misstatement of a material fact, fact or to omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not false or misleading, that then such party shall promptly inform the other thereof and take shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Buyer and the Seller. (b) Prior to the Effective Time, the Buyer shall use reasonable best efforts to obtain all regulatory approvals needed to ensure that Buyer Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States necessary steps to correct effect the Joint Proxy Statement/ProspectusMerger; provided, however, that the Buyer shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified, or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples Marvell and Limestone the Company shall promptly prepare and cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing in preliminary form and Marvell shall prepare and cause HoldCo to file with the SEC andthe Form S-4 Registration Statement, when in which the Joint Proxy Statement/Prospectus will be included. Each of Marvell and the Company shall use their reasonable best efforts to: (i) cause the Form S-4 Registration Statement is effectiveand the Joint Proxy Statement/Prospectus to comply with the applicable forms, for delivery rules and regulations promulgated by the SEC; (ii) to their respective shareholders. (c) If either party becomes aware prior promptly notify the other Principal Party of, cooperate with each other with respect to the Effective Time of and respond promptly to any information that would cause any comments of the statements in SEC or its staff; and (iii) have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Marvell will use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be false mailed to Marvell’s shareholders, and the Company will use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Marvell all information concerning the Inphi Entities and the Company’s Affiliates, officers, directors and stockholders that may be required or misleading reasonably requested in connection with any action contemplated by this Section 5.1. In addition, the Company shall use its reasonable best efforts to: (A) provide interim financial statements of the Inphi Entities (including footnotes) that are required by the Securities Act to be included in the Form S-4 Registration Statement that have been reviewed by the Company’s independent registered public accounting firm; (B) provide management’s discussion and analysis of interim and annual consolidated financial statements; (C) cause the Company’s independent registered public accounting firm to consent to the inclusion or incorporation by reference of the audit reports on the annual audited consolidated financial statements of the Company included in the Form S-4 Registration Statement; (D) provide information necessary to prepare selected financial data with respect to any material fact, or to omit to state any material fact the Company as required by the Securities Act; and (E) provide information concerning the Company necessary to make enable Marvell and the Company to prepare required pro forma financial statements therein not false and related footnotes, in each case, to the extent reasonably necessary to permit HoldCo to prepare the Form S-4 Registration Statement. (b) If the Company or misleading, Marvell becomes aware of any information that party shall promptly inform should be disclosed in an amendment or supplement to the other thereof and take the necessary steps to correct Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus., then such party shall: (i) promptly inform the other Principal Party thereof; (ii) provide the other Principal Party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC;

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples the Parties shall prepare and Limestone shall promptly cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing and Axonyx shall prepare and cause to be filed with the SEC andthe Form S-4 Registration Statement, when in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of the Parties shall use commercially reasonable efforts to cause the Form S-4 Registration Statement is effectiveand the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, for delivery to their respective shareholders. (c) If either party becomes aware prior respond promptly to the Effective Time of any information that would cause any comments of the statements in SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Each of the Parties shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be false mailed to TorreyPines’ and Axonyx’s stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s subsidiaries and such Party’s stockholders that may be required or misleading reasonably requested in connection with respect any action contemplated by this Section 5.1. If any event relating to any material factTorreyPines occurs, or to omit to state if TorreyPines becomes aware of any material fact necessary to make the statements therein not false or misleadinginformation, that party shall promptly inform should be disclosed in an amendment or supplement to the other thereof and take the necessary steps to correct Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then TorreyPines shall promptly inform Axonyx thereof and shall cooperate with Axonyx in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of TorreyPines. (b) Prior to the Effective Time, Axonyx shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Axonyx Common Stock to be issued in the Merger and Axonyx Common Stock to be issued upon exercise of Axonyx Merger Warrants will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States in which any registered holder of TorreyPines Capital Stock has an address of record on the record date for determining the stockholders entitled to notice of and to vote at the TorreyPines Stockholders’ Meeting; provided, however, that Axonyx shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon Each Party and Newco agree to cooperate with the execution other Party and delivery Newco, and their Representatives, in the preparation of the Registration Statement and the Joint Proxy Statement/Prospectus. Neither the Joint Proxy Statement/Prospectus nor the Registration Statement shall be filed, and, prior to the termination of this Agreement, Peoples no amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement shall be filed, by Newco, Regions or Union Planters without consultation with the other Party, Newco and Limestone shall promptly their counsel. Newco agrees to use all reasonable efforts to cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by under the SEC 1933 Act as soon promptly as practicable after the filing thereof. The parties shall cooperate in responding Parties and Newco agree to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with use all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals Permits required by the Securities Laws to carry out the transactions contemplated by this Agreement, and Limestone shall each Party and Newco agree to furnish all information concerning Limestone them and the holders of Limestone Common Stock their capital stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx Each Party and Limestone Newco agree, as to themselves and their Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each agrees amendment and supplement thereto, if any, become effective under the 1933 Act, contain any untrue statement of a material fact or omit to use its commercially reasonable efforts state any material fact required to be stated therein or necessary to make the statements therein not misleading, and to cooperate with the other party in all reasonable respects to prepare (ii) the Joint Proxy Statement/Prospectus for filing with and any amendment or supplement thereto, at the SEC anddate of mailing to stockholders and at the times of the meetings of Regions stockholders and Union Planters shareholders, when will contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the Registration Statement is effectivestatements, for delivery in light of the circumstances under which they were made, not misleading, or necessary to their respective shareholders. (c) If either party becomes correct any statement in any earlier statement in the Joint Proxy Statement/Prospectus or any amendment or supplement thereto. Each Party and Newco further agrees that if it shall become aware prior to the Effective Time of any information furnished by it that would cause any of the statements in the Joint Proxy Statement/Prospectus or the Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall to promptly inform the other Party and Newco thereof and to take the necessary steps to correct the Joint Proxy Statement/ProspectusProspectus or the Registration Statement.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples BFC shall prepare and Limestone file with the SEC, with Bluegreen’s assistance (as described below), the Registration Statement, which shall promptly include the Joint Proxy Statement/Prospectus of Bluegreen and BFC relating to the Bluegreen Meeting and BFC Meeting. BFC shall use commercially reasonable efforts to cause the Registration Statement to be prepared become effective as promptly as practicable after filing and Peoples shall use commercially reasonable efforts to maintain the effectiveness of such Registration Statement until all of the shares of BFC Class A Common Stock have been issued and distributed in the Merger as described in the Joint Proxy Statement/Prospectus. BFC shall take any action required under applicable federal or state securities Laws in connection with the issuance of shares of BFC Class A Common Stock pursuant to the Merger. The Surviving Company shall use commercially reasonable efforts to cause the Registration Statement Bluegreen Common Stock to be filed with deregistered under the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC Exchange Act as soon as practicable following the Effective Time. Bluegreen shall furnish all information concerning Bluegreen as BFC may reasonably request in connection with such actions and the preparation of the Registration Statement, including information in response to comments received from the SEC. As promptly as practicable after the filing thereofRegistration Statement becomes effective, Bluegreen shall mail the Joint Proxy Statement/Prospectus to its shareholders, and BFC shall mail the Joint Proxy Statement/Prospectus to its shareholders. The parties Notwithstanding anything to the contrary contained herein, neither the Joint Proxy Statement/Prospectus nor the Registration Statement nor any amendment or supplement thereto shall cooperate in responding be filed or mailed without the consent of both BFC and Bluegreen, which consent shall not be unreasonably withheld. (b) Each of Bluegreen and BFC represent, warrant and covenant to and considering any questions or comments from the SEC staff regarding other that the information contained pertaining to such party required by the Securities Act and/or the Exchange Act for inclusion in the Registration Statement and the Joint Proxy Statement. If/Prospectus shall not, at any each time after the Registration Statement is filed with the SEC, at the time it becomes effective under the Securities Act, at the time the Joint Proxy Statement/Prospectus is mailed to Bluegreen’s and prior BFC’s shareholders or at the time of the Bluegreen Meeting or the BFC Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided that no representation is or shall be made by Bluegreen or BFC, as the case may be, with respect to the accuracy of statements made in the Registration Statement or the Joint Proxy Statement/Prospectus based on information derived from or supplied by the other party. If before the Effective Time, any event or circumstance relating to Limestone Bluegreen or Peoples any of its Subsidiaries or Affiliates is discovered by Limestone Bluegreen, or Peoplesany event or circumstance relating to BFC or any of its Subsidiaries or Affiliates is discovered by BFC, as applicable, which and such information should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Joint Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and take the necessary steps to correct the Joint Proxy Statement/Prospectus, Bluegreen shall promptly inform BFC and shall provide to BFC, or BFC shall promptly inform Bluegreen and prepare, appropriate amendments or supplements to the Registration Statement or the Joint Proxy Statement/Prospectus, and the representations and warranties set forth in this Section 7.5(b) as to the accuracy of such information shall apply to all such amended or supplemented information.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon the execution LCNB will prepare and delivery of this Agreement, Peoples and Limestone shall promptly cause file the Registration Statement with the SEC to be prepared and Peoples shall register a sufficient number of shares of LCNB Shares which the shareholders of CFB will receive pursuant to Section 3.01 at the Effective Time at no additional cost or expense to CFB or Columbus First Bank. LCNB will use its best efforts to cause the such Registration Statement to be filed with the SECbecome effective. Peoples LCNB and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding CFB agree that none of the information contained supplied or to be supplied by each of them for inclusion or incorporation by reference in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, (i) the Registration Statement, including the discovering party shall promptly inform joint proxy statement and prospectus (the other party with all relevant information relating to such event“Joint Proxy Statement/Prospectus”) constituting a part thereof, whereupon Peoples shall promptly cause an appropriate amendment to will, at the time the Registration Statement to be filed with becomes effective under the SEC. Upon Securities Act, or (ii) the effectiveness of such amendment, each of Limestone Joint Proxy Statement/Prospectus and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate any amendment or supplement thereto will, at the date of mailing to the LCNB and CFB shareholders and at the times of the LCNB Meeting and CFB Meeting, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be transmitted stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Joint Proxy Statement/Prospectus shall be subject to the shareholders entitled approval of CFB prior to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statementfiling. (b) Xxxxxxx LCNB and Limestone CFB each agrees agree to use its commercially reasonable best efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to their respective the CFB shareholders. (c) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Joint Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and take the necessary steps to correct the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples Parent and Limestone the Company shall promptly prepare and cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing and Parent shall prepare and cause to be filed with the SEC andthe Form S-4 Registration Statement, when in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall use all commercially reasonable efforts to cause the Form S-4 Registration Statement is effectiveand the Joint Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, for delivery to their respective shareholders. (c) If either party becomes aware prior respond promptly to the Effective Time of any information that would cause any comments of the statements in SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be false mailed to Parent's stockholders, and the Company will use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's stockholders that may be required or misleading reasonably requested in connection with respect any action contemplated by this Section 5.1. If any event relating to any material factof the Acquired Corporations occurs, or to omit to state if the Company becomes aware of any material fact necessary to make the statements therein not false or misleadinginformation, that party shall promptly inform should be disclosed in an amendment or supplement to the other thereof and take the necessary steps to correct Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company. (b) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders' Meeting; PROVIDED, HOWEVER, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples Parent and Limestone the Company shall promptly use all commercially reasonable efforts to prepare and cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples SEC the Joint Proxy Statement/Prospectus, and Limestone Parent shall use their all commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to prepare and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon SEC the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Form S-4 Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party , in all reasonable respects to prepare which the Joint Proxy Statement/Prospectus for filing will be included as a prospectus. Parent and the Company shall use commercially reasonable efforts to make such filings no later than January 29, 2001. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC and, when or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is effective, for delivery filed with the SEC. Parent will use all reasonable efforts to their respective shareholders. (c) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Joint Proxy Statement/Prospectus to be false mailed to Parent's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's stockholders that may be required or misleading reasonably requested in connection with respect any action contemplated by this Section 5.1. If any event relating to any material factof the Acquired Corporations occurs, or to omit to state if the Company becomes aware of any material fact necessary to make the statements therein not false or misleadinginformation, that party shall promptly inform should be disclosed in an amendment or supplement to the other thereof and take the necessary steps to correct Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples Marvell and Limestone the Company shall promptly prepare and cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing in preliminary form and Marvell shall prepare and cause HoldCo to file with the SEC andthe Form S-4 Registration Statement, when in which the Joint Proxy Statement/Prospectus will be included. Each of Marvell and the Company shall use their reasonable best efforts to: (i) cause the Form S-4 Registration Statement is effectiveand the Joint Proxy Statement/Prospectus to comply with the applicable forms, for delivery rules and regulations promulgated by the SEC; (ii) to their respective shareholders. (c) If either party becomes aware prior promptly notify the other Principal Party of, cooperate with each other with respect to the Effective Time of and respond promptly to any information that would cause any comments of the statements in SEC or its staff; and (iii) have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Marvell will use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be false mailed to Marvell’s shareholders, and the Company will use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Marvell all information concerning the Inphi Entities and the Company’s Affiliates, officers, directors and stockholders that may be required or misleading reasonably requested in connection with any action contemplated by this Section 5.1. In addition, the Company shall use its reasonable best efforts to: (A) provide interim financial statements of the Inphi Entities (including footnotes) that are required by the Securities Act to be included in the Form S-4 Registration Statement that have been reviewed by the Company’s independent registered public accounting firm; (B) provide management’s discussion and analysis of interim and annual consolidated financial statements; (C) cause the Company’s independent registered public accounting firm to consent to the inclusion or incorporation by reference of the audit reports on the annual audited consolidated financial statements of the Company included in the Form S-4 Registration Statement; (D) provide information necessary to prepare selected financial data with respect to any material fact, or to omit to state any material fact the Company as required by the Securities Act; and (E) provide information concerning the Company necessary to make enable Marvell and the Company to prepare required pro forma financial statements therein not false and related footnotes, in each case, to the extent reasonably necessary to permit HoldCo to prepare the Form S-4 Registration Statement. (b) If the Company or misleading, Marvell becomes aware of any information that party shall promptly inform should be disclosed in an amendment or supplement to the other thereof and take the necessary steps to correct Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party shall: (i) promptly inform the other Principal Party thereof; (ii) provide the other Principal Party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) provide the other Principal Party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) if mailing is appropriate, cooperate in mailing such amendment or supplement to the stockholders of the Company or the shareholders of Marvell. (c) Prior to the Bermuda Merger Effective Time, HoldCo, Marvell and the Company shall use their respective reasonable best efforts to take all other action required to be taken under the Securities Act (and the rules and regulations of the SEC promulgated thereunder), the Exchange Act (and the rules and regulations of the SEC promulgated thereunder) or under any applicable state securities or “blue sky” laws (and the rules and regulations promulgated thereunder) in connection with the issuance, exchange and listing of HoldCo Common Stock to be issued in the Mergers, except that neither Marvell nor HoldCo shall be required to qualify to do business in any jurisdiction in which it is not now so qualified or file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as reasonably practicable following the execution date hereof, the Company and delivery Parent shall prepare and file with the SEC mutually acceptable proxy materials which shall constitute the Joint Proxy Statement/Prospects (such proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (the “Registration Statement”) with respect to the shares of this Agreement, Peoples Parent Common Stock to be issued in the Merger. The Joint Proxy Statement/Prospectus will be included in and Limestone shall promptly cause will constitute a part of the Registration Statement to be prepared and Peoples shall cause the as Parent’s prospectus. The Registration Statement and the Joint Proxy Statement/Prospectus shall comply as to be filed form in all material respects with the SECapplicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Peoples Each of Parent and Limestone the Company shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as soon long as is necessary to consummate the Merger and the transactions contemplated thereby. (b) Parent shall, as promptly as practicable after following the filing receipt thereof. The parties shall cooperate in responding , provide the Company copies of any written comments and advise it of any oral comments, with respect to and considering any questions or comments the Joint Proxy Statement/Prospectus received from the SEC staff regarding SEC. Parent will provide the information contained in Company with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement prior to filing such with the SEC, and will provide the Company of all such filings to be made, and made, with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement. If/Prospectus or the Registration Statement shall be made without the approval of both parties, at any time which approval shall not be unreasonably withheld. (c) Parent will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent’s stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s stockholders, in each case after the Registration Statement is filed declared effective under the Securities Act. (d) Parent will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the SECMerger for offering or sale in any jurisdiction, and or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time, Time any event information relating to Limestone Parent or Peoples is the Company, or any of their respective affiliates, officers or directors, should be discovered by Limestone Parent or Peoples, as applicable, the Company which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware prior to the Effective Time of any information so that would cause any of the statements in the Joint Proxy Statement/Prospectus to be false such documents would not include any misstatement of a material fact or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein statement therein, in light of the circumstances under which they were made, not false or misleading, that the party which discovers such information shall promptly inform notify the other thereof party hereto and, to the extent required by Law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and take disseminated to the necessary steps stockholders of Parent and the Company. (e) At or prior to correct the Joint Proxy filing of the Registration Statement/Prospectus, Parent and the Company shall deliver to Xxxxxx Xxxxxx LLP and Xxxxxx Godward LLP tax representation letters substantially in the forms attached hereto as Exhibits E and F. Parent and the Company shall each confirm to such counsel the accuracy and completeness as of the Effective Time of the tax representation letters delivered pursuant to the prior sentence. Following delivery of the tax representation letters, each of Parent and the Company shall use its reasonable efforts to cause its counsel to deliver a tax opinion satisfying the requirements of Item 601 of Regulation S-K promulgated under the Securities Act. In rendering such opinions and the opinions described in Section 6.1(f), each of such counsel shall be entitled to rely on the tax representation letters.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples BFC shall prepare and Limestone file with the SEC, with BBX Capital’s assistance (as described below), the Registration Statement, which shall promptly include the Joint Proxy Statement/Prospectus of BBX Capital and BFC relating to the BBX Capital Meeting and BFC Meeting. BFC, with BBX Capital’s assistance (as described below), shall use commercially reasonable efforts to cause the Registration Statement to be prepared become effective as promptly as practicable after filing, including, without limitation, by responding to any and Peoples shall cause all comments from the SEC relating to the Registration Statement as promptly as practicable following the receipt thereof, and maintain the effectiveness of such Registration Statement until all of the shares of BFC Class A Common Stock have been issued and distributed in the Merger as described in the Joint Proxy Statement/Prospectus. BFC shall use commercially reasonable efforts to cause to be filed taken any action required under applicable federal or state securities Laws in connection with the issuance of shares of BFC Class A Common Stock pursuant to the Merger. BBX Capital shall furnish all information concerning BBX Capital as BFC may reasonably request in connection with such actions and the preparation of the Registration Statement, including information in response to comments received from the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon As promptly as practicable after the filing thereofRegistration Statement becomes effective, BBX Capital shall mail the Joint Proxy Statement/Prospectus to its shareholders, and BFC shall mail the Joint Proxy Statement/Prospectus to its shareholders. The parties shall cooperate in responding Notwithstanding anything to and considering any questions or comments from the SEC staff regarding contrary contained herein, neither the information contained in the Registration Joint Proxy Statement. If, at any time after /Prospectus nor the Registration Statement is nor any amendment or supplement thereto shall be filed with or mailed without the SECconsent of both BFC and BBX Capital, and prior to which consent shall not be unreasonably withheld or delayed. (b) If before the Effective Time, any event or circumstance relating to Limestone BBX Capital or Peoples any of its Subsidiaries or Affiliates is discovered by Limestone BBX Capital, or Peoplesany event or circumstance relating to BFC or any of its Subsidiaries or Affiliates is discovered by BFC, as applicable, which and such information should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Joint Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and take the necessary steps to correct the Joint Proxy Statement/Prospectus, BBX Capital shall promptly inform BFC and shall provide to BFC, or BFC shall promptly inform BBX Capital and prepare, appropriate amendments or supplements to the Registration Statement or the Joint Proxy Statement/Prospectus. The representations and warranties of the parties contained in this Agreement as to the accuracy of the information contained in the Registration Statement and Joint Proxy Statement/Prospectus shall apply to all such amended or supplemented information.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples and Limestone Lxxxxx shall promptly cause supply BFC with the information pertaining to Lxxxxx required by the Securities Act or the Exchange Act, as the case may be, for inclusion or incorporation by reference in the Registration Statement to be prepared and Peoples shall cause the Registration Statement Joint Proxy Statement/Prospectus to be filed with the SEC. Peoples and Limestone by BFC, which information shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, not at any each time after the Registration Statement is filed with the SEC, and prior at the time it becomes effective under the Securities Act, at the time the Joint Proxy Statement/Prospectus is mailed to Lxxxxx’x shareholders or at the time of the Lxxxxx Special Meeting or the BFC Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation is or shall be made by Lxxxxx with respect to the accuracy of statements made in the Joint Proxy Statement/Prospectus or the Registration Statement based on information supplied by BFC or Merger Sub for inclusion or incorporation by reference in such documents. If before the Effective Time, any event or circumstance relating to Limestone Lxxxxx or Peoples any of its Subsidiaries, or their respective officers, managers or directors, is discovered by Limestone or Peoples, as applicable, which Lxxxxx that should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement or Joint Proxy Statement/Prospectus, Lxxxxx shall promptly inform BFC and shall provide to be filed with BFC appropriate amendments or supplements to the SEC. Upon Registration Statement or Joint Proxy Statement/Prospectus, and the effectiveness representations and warranties of Lxxxxx set forth in this Section 7.6(a) as to the accuracy of such amendment, each of Limestone and Peoples (if prior information shall apply to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment such amended or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement.supplemented information (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate As promptly as practicable after the date of this Agreement, BFC shall provide Lxxxxx with the other party information pertaining to BFC and Merger Sub required by the Securities Act or the Exchange Act, as the case may be, for inclusion or incorporation by reference in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in or the Joint Proxy Statement/Prospectus to be false filed by BFC, which information shall not at the time the Registration Statement is filed with the SEC, at the time it becomes effective under the Securities Act, at the time the Joint Proxy Statement/Prospectus is mailed to Lxxxxx’x shareholders, at the time the Joint Proxy Statement/Prospectus is mailed to BFC’s shareholders or misleading with respect to at the time of the Lxxxxx Special Meeting or the BFC Special Meeting, contain any untrue statement of a material fact, fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not false misleading. No representation is or misleadingshall be made by BFC with respect to statements made in the Registration Statement or Joint Proxy Statement/Prospectus based on information supplied by Lxxxxx for inclusion or incorporation by reference in such documents. If before the Effective Time, any event or circumstance relating to BFC or any of its Subsidiaries, or their respective officers, managers or directors, should be discovered by BFC that party should be set forth in an amendment or a supplement to the Registration Statement or Joint Proxy Statement/Prospectus, BFC shall promptly inform Lxxxxx and shall make appropriate amendments or supplements to the other thereof Registration Statement or Joint Proxy Statement/Prospectus, and take the necessary steps representations and warranties of BFC set forth in this Section 7.6(b) as to correct the accuracy of such information shall apply to all such amended or supplemented information. (c) As promptly as practicable after the date of this Agreement, BFC shall prepare and file with the SEC, with Lxxxxx’x assistance, the Registration Statement, which shall include the Joint Proxy Statement/Prospectus of Lxxxxx and BFC relating to the Lxxxxx Special Meeting and BFC Special Meeting. BFC shall use all commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable after filing and shall use commercially reasonable efforts to maintain the effectiveness of such Registration Statement until all of the shares of BFC Class A Common Stock have been issued and distributed in the Merger as described in the Joint Proxy Statement/Prospectus. BFC shall take any action required under applicable federal or state securities Laws in connection with the issuance of shares of BFC Class A Common Stock pursuant to the Merger. BFC shall, promptly after the execution of the Agreement, prepare and submit to the NYSE Arca a listing application covering all shares of BFC Class A Common Stock to be issued to the Lxxxxx shareholders in the Merger and pursuant to the Lxxxxx Options and restricted stock awards to be assumed by BFC, and shall use its reasonable best efforts to obtain, prior to the Effective Time, approval for the listing of all of such shares, subject to official notice of issuance, as promptly as practicable after the date hereof, and in any event prior to the Closing. The Surviving Corporation shall use its reasonable best efforts to cause the Lxxxxx Class A Common Stock to be delisted from the NYSE and deregistered under the Exchange Act as soon as practicable following the Effective Time. Lxxxxx shall furnish all information concerning Lxxxxx as BFC may reasonably request in connection with such actions and the preparation of the Registration Statement, including information in response to comments received from the SEC. As promptly as practicable after the Registration Statement becomes effective, Lxxxxx shall mail the Joint Proxy Statement/Prospectus to its shareholders and BFC shall mail the Joint Proxy Statement/Prospectus to its shareholders. Notwithstanding anything to the contrary contained herein, neither the Joint Proxy Statement/Prospectus nor the Registration Statement nor any amendment or supplement thereto shall be filed or mailed without the consent of both BFC and Lxxxxx, which consent shall not be unreasonably withheld.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples and Limestone Woodbridge shall promptly cause supply BFC with the information pertaining to Woodbridge required by the Securities Act or the Exchange Act, as the case may be, for inclusion in the Registration Statement to be prepared and Peoples shall cause the Registration Statement Joint Proxy Statement/Prospectus to be filed with the SEC. Peoples and Limestone by BFC, which information shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, not at any each time after the Registration Statement is filed with the SEC, at the time it becomes effective under the Securities Act, at the time the Joint Proxy Statement/Prospectus is mailed to Woodbridge’s and prior BFC’s shareholders or at the time of the Woodbridge Meeting or the BFC Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation is or shall be made by Woodbridge with respect to the accuracy of statements made in the Joint Proxy Statement/Prospectus or the Registration Statement based on information supplied by BFC or Merger Sub for inclusion in such documents. If before the Effective Time, any event or circumstance relating to Limestone Woodbridge or Peoples any of its Subsidiaries, or their respective officers, managers or directors, is discovered by Limestone or Peoples, as applicable, which Woodbridge that should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement or Joint Proxy Statement/Prospectus, Woodbridge shall promptly inform BFC and shall provide to be filed with BFC appropriate amendments or supplements to the SEC. Upon Registration Statement or Joint Proxy Statement/Prospectus, and the effectiveness representations and warranties of Woodbridge set forth in this Section 7.6(a) as to the accuracy of such amendment, each of Limestone and Peoples (if prior information shall apply to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment such amended or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statementsupplemented information. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate As promptly as practicable after the date of this Agreement, BFC shall provide Woodbridge with the other party information pertaining to BFC and Merger Sub required by the Securities Act or the Exchange Act, as the case may be, for inclusion in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in or the Joint Proxy Statement/Prospectus to be false filed by BFC, which information shall not at the time the Registration Statement is filed with the SEC, at the time it becomes effective under the Securities Act, at the time the Joint Proxy Statement/Prospectus is mailed to Woodbridge’s and BFC’s shareholders or misleading with respect to at the time of the Woodbridge Meeting or the BFC Special Meeting, contain any untrue statement of a material fact, fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not false misleading. No representation is or misleadingshall be made by BFC with respect to statements made in the Registration Statement or Joint Proxy Statement/Prospectus based on information supplied by Woodbridge for inclusion in such documents. If before the Effective Time, any event or circumstance relating to BFC or any of its Subsidiaries, or their respective officers, managers or directors, should be discovered by BFC that party should be set forth in an amendment or a supplement to the Registration Statement or Joint Proxy Statement/Prospectus, BFC shall promptly inform Woodbridge and shall make appropriate amendments or supplements to the other thereof Registration Statement or Joint Proxy Statement/Prospectus, and take the necessary steps representations and warranties of BFC set forth in this Section 7.6(b) as to correct the accuracy of such information shall apply to all such amended or supplemented information. (c) As promptly as practicable after the date of this Agreement, BFC shall prepare and file with the SEC, with Woodbridge’s assistance, the Registration Statement, which shall include the Joint Proxy Statement/Prospectus of Woodbridge and BFC relating to the Woodbridge Meeting and BFC Special Meeting. BFC shall use commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable after filing and shall use commercially reasonable efforts to maintain the effectiveness of such Registration Statement until all of the shares of BFC Class A Common Stock have been issued and distributed in the Merger as described in the Joint Proxy Statement/Prospectus. BFC shall take any action required under applicable federal or state securities Laws in connection with the issuance of shares of BFC Class A Common Stock pursuant to the Merger. The Surviving Company shall use commercially reasonable efforts to cause the Woodbridge Class A Common Stock to be deregistered under the Exchange Act as soon as practicable following the Effective Time. Woodbridge shall furnish all information concerning Woodbridge as BFC may reasonably request in connection with such actions and the preparation of the Registration Statement, including information in response to comments received from the SEC. As promptly as practicable after the Registration Statement becomes effective, Woodbridge shall mail the Joint Proxy Statement/Prospectus to its shareholders and BFC shall mail the Joint Proxy Statement/Prospectus to its shareholders. Notwithstanding anything to the contrary contained herein, neither the Joint Proxy Statement/Prospectus nor the Registration Statement nor any amendment or supplement thereto shall be filed or mailed without the consent of both BFC and Woodbridge, which consent shall not be unreasonably withheld.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Silknet for inclusion in the registration statement of Kana on Form S-4 pursuant to which shares of Kana Common Stock issued in the Merger will be registered with the SEC (athe "Registration Statement") Upon shall not contain, at the execution and delivery of this Agreement, Peoples and Limestone shall promptly cause time the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement is declared effective by the SEC as soon as practicable after SEC, any untrue statement of a material fact or omit to state any material fact required to be stated in the filing thereof. The parties shall cooperate Registration Statement or necessary in responding order to and considering any questions or comments from make the SEC staff regarding the information contained statements in the Registration Statement, in light of the circumstances under with they were made, not misleading. If, at any time after The information supplied by Silknet for inclusion in the Registration Statement is filed with joint proxy statement/prospectus (the SEC, and prior "Joint Proxy Statement/Prospectus") to be sent to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness stockholders of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable Silknet in connection with the Registration Statement. special meeting of Silknet stockholders to consider this Agreement and the Merger (bthe "Silknet Stockholders Meeting") Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate the stockholders of Kana in connection with the other party special meeting of Kana stockholders to consider the issuance of Kana Common Stock in all reasonable respects to prepare connection with the Merger (the "Kana Stockholders Meeting") shall not, on the date the Joint Proxy Statement/Prospectus for filing with is first mailed to stockholders of Kana and Silknet, at the SEC andtime of the Silknet Stockholders Meeting, when at the Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware prior to time of the Kana Stockholders Meeting or at the Effective Time of Time, contain any information that would cause any statement which, at such time and in light of the statements in the Joint Proxy Statement/Prospectus to be circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement/Prospectus not false or misleading or omit to state any material fact necessary to make correct any statement in any earlier communication with respect to the statements therein not solicitation of proxies for the Kana Stockholders Meeting or the Silknet Stockholders Meeting which has become false or misleading, that party shall promptly inform . If at any time prior to the other thereof and take Effective Time any event relating to Silknet or any of its affiliates should be discovered by Silknet which should be set forth in an amendment to the necessary steps Registration Statement or a supplement to correct the Joint Proxy Statement/Prospectus, Silknet shall promptly inform Kana.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples Parent, TriQuint and Limestone RFMD shall promptly prepare and cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing and Parent shall prepare and cause to be filed with the SEC andthe Form S-4 Registration Statement, when in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of the parties shall use reasonable best efforts: (i) to cause the Form S-4 Registration Statement is effectiveand the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, for delivery cooperate with each other with respect to their respective shareholders. (c) If either party becomes aware prior and respond promptly to the Effective Time of any information that would cause any comments of the statements SEC or its staff; (iii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. TriQuint shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be false or misleading with respect mailed to any material factTriQuint’s stockholders, or and RFMD shall use reasonable best efforts to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and take the necessary steps to correct cause the Joint Proxy Statement/Prospectus.Prospectus to be mailed to RFMD’s shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the parties shall promptly furnish the other parties all information concerning such party, its Subsidiaries and shareholders or stockholders that may be required or reasonably requested in connection

Registration Statement; Joint Proxy Statement/Prospectus. At Placer’s request or as required by law: (a) Upon For the execution and delivery purposes of this Agreement, Peoples and Limestone shall promptly cause (i) registering the Registration Statement issuance of Placer Common Stock to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings holders of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders shares of Limestone Company Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Merger with the SEC under the Securities Act and complying with applicable Blue Sky Laws, the Company will cooperate in the preparation of a registration statement on Form S-4 relating to the Merger (together with any and all amendments and supplements to such registration statement, the “S-4 Registration Statement”). The S-4 Registration Statement shall include a joint proxy statement/prospectus satisfying all requirements of the Securities Act, the Exchange Act and applicable Blue Sky Laws. Such joint proxy statement/prospectus in the form mailed by Placer and the Company to their respective stockholders, together with any and all amendments or supplements thereto, are herein referred to as the “Joint Proxy Statement/Prospectus.” (b) Xxxxxxx The Company will furnish Placer with such information concerning it and Limestone each agrees its Subsidiaries as is necessary in order to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare cause the Joint Proxy Statement/Prospectus for filing Prospectus, insofar as it relates to the Company and its Subsidiaries, to comply with the SEC andapplicable Law. The Company agrees to promptly advise Placer if, when the Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware at any time prior to the Effective Time of Merger, any information that would cause any of the statements provided by it in the Joint Proxy Statement/Prospectus to be false is or misleading with respect to becomes incorrect or incomplete in any material fact, or respect and to omit to state any material fact necessary to make provide Placer with the statements therein not false or misleading, that party shall promptly inform the other thereof and take the necessary steps information needed to correct such inaccuracy or omission. The Company will furnish Placer with such supplemental information as may be necessary in order to cause the Joint Proxy Statement/Prospectus, insofar as it relates to the Company and its Subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company and Placer. (c) Placer will include in the Joint Proxy Statement/Prospectus such information concerning Placer and its Subsidiaries as is necessary in order to cause such Joint Proxy Statement/Prospectus, insofar as it relates to Placer and its Subsidiaries, to comply with applicable Law. If, at any time prior to the Merger, any information included or incorporated by reference by Placer in the Joint Proxy Statement/Prospectus is or becomes incorrect or incomplete in any material respect, Placer shall correct such inaccuracy or omission. Placer will furnish such supplemental information as may be necessary in order to cause the Joint Proxy Statement/Prospectus, insofar as it relates to Placer and its Subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of Placer and the Company. (d) The Company and Placer agree to cooperate in making any preliminary filings of the Joint Proxy Statement/Prospectus with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act, and shall cooperate in responding to any comments with respect thereto received from the SEC. (e) Placer will file the S-4 Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the S-4 Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable Blue Sky Laws. The Company authorizes Placer to utilize in the S-4Registration Statement and the Joint Proxy Statement/Prospectus and all such state filed materials, the information concerning the Company and its Subsidiaries provided to Placer in connection with, or contained or incorporated by reference in, the Joint Proxy Statement/Prospectus. Placer will promptly advise the Company when the S-4 Registration Statement has become effective and of any supplements or amendments thereto, and Placer will furnish the Company with copies of all such documents. Except for the Joint Proxy Statement/Prospectus or the preliminary joint proxy statement/prospectus, neither Placer nor the Company shall distribute any written material that might constitute a “prospectus” relating to the Merger within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other. (f) Each of the Company and Placer shall mail the Joint Proxy Statement/Prospectus to its stockholders as promptly as practicable after the date the S-4 Registration Statement is declared effective under the Securities Act.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon Subject to the execution accuracy of the representations of the Company in Section 2.12 hereof, (i) the Form S-4 pursuant to which the Parent Common Shares, Exchangeable Shares, Units and delivery of this Agreement, Peoples and Limestone shall promptly cause the Registration Statement Class B Shares to be prepared and Peoples shall cause the Registration Statement to be filed issued in connection with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed Transactions will be registered with the SEC, (ii) the Joint Proxy Statement, and (iii) the Other Filings will (A) at the respective times such documents are filed with the SEC or other regulatory agency, (B) in the case of the Joint Proxy Statement, at the date it or any amendments or supplements thereto are mailed to stockholders, at the time of the Parent Stockholders' Meeting and at the Effective Time and (C) in the case of the Form S-4, if any, when it becomes effective under the Securities Act, at the Effective Time and on the date of any post-effective amendment thereto, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Joint Proxy Statement will comply as to form in all material respects with the applicable provisions of the Delaware General Corporation Law and the Exchange Act as it relates to the Parent Stockholders' Meeting, and the Form S-4, as it relates the issuance of the Parent Common Shares, Exchangeable Shares, Units and Class B Shares to be issued in connection with the Transactions, will comply as to form in all material respects with the requirements of the Securities Act. If at any time prior to the Effective Time, Date any event relating to Limestone Parent, Dutchco, Amalgamation Sub or Peoples is any of their respective affiliates, officers or directors should be discovered by Limestone Parent, Dutchco or Peoples, as applicable, Amalgamation Sub which should be set forth in an amendment of, to the Form S-4 or a supplement to, to the Registration Joint Proxy Statement, the discovering party shall Parent, Dutchco or Amalgamation Sub will promptly inform the other party Company. Notwithstanding the foregoing, Parent makes no representation or warranty with all relevant respect to any information relating to such eventsupplied by the Company which is contained in, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed or furnished in connection with the SEC. Upon the effectiveness of such amendmentpreparation of, each of Limestone and Peoples (if prior to the meetings any of the shareholders pursuant to Section 6.02 hereofforegoing. (b) will take all necessary action as promptly as practicable to permit an appropriate amendment As of August 20, 1998 and at the Effective Time, except for obligations or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law liabilities incurred in connection with its incorporation or “blue sky” permits organization and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone Agreement and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Joint Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and take the necessary steps to correct the Joint Proxy Statement/Prospectus.A-17

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon For the execution and delivery purposes of this Agreement, Peoples and Limestone shall promptly cause (i) registering the Registration Statement issuance of PSINet Common Stock to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings holders of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders shares of Limestone Metamor Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Merger with the SEC under the Securities Act and complying with applicable Blue Sky Laws and (ii) holding the Metamor Special Meeting and the PSINet Special Meeting, PSINet and Metamor will cooperate in the preparation of a registration statement on Form S-4 relating to the Merger (together with any and all amendments and supplements to such registration statement, the "REGISTRATION STATEMENT"). The Registration StatementStatement shall include a joint proxy statement/prospectus satisfying all requirements of the Securities Act, the Exchange Act and applicable Blue Sky Laws. Such joint proxy statement/prospectus in the form mailed by Metamor and PSINet to their respective stockholders, together with any and all amendments or supplements thereto, are herein referred to as the "JOINT PROXY STATEMENT/PROSPECTUS." (b) Xxxxxxx Metamor will furnish PSINet with such information concerning it and Limestone each agrees its Subsidiaries as is necessary in order to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare cause the Joint Proxy Statement/Prospectus for filing Prospectus, insofar as it relates to Metamor and its Subsidiaries, to comply with the SEC andapplicable Law. Metamor agrees to promptly advise PSINet if, when the Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware at any time prior to the Effective Time of Metamor Special Meeting, any information that would cause any of the statements provided by it in the Joint Proxy Statement/Prospectus to be false is or misleading with respect to becomes incorrect or incomplete in any material fact, or respect and to omit to state any material fact necessary to make provide PSINet with the statements therein not false or misleading, that party shall promptly inform the other thereof and take the necessary steps information needed to correct such inaccuracy or omission. Metamor will furnish PSINet with such supplemental information as may be necessary in order to cause the Joint Proxy Statement/Prospectus, insofar as it relates to Metamor and its Subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of Metamor and PSINet. (c) PSINet will include in the Joint Proxy Statement/Prospectus such information concerning PSINet and its Subsidiaries as is necessary in order to cause such Joint Proxy Statement/Prospectus, insofar as it relates to PSINet and its Subsidiaries, to comply with applicable Law. If, at any time prior to the Metamor Special Meeting, any information included or incorporated by reference by PSINet in the Joint Proxy Statement/Prospectus is or becomes incorrect or incomplete in any material respect, PSINet shall correct such inaccuracy or omission. PSINet will furnish such supplemental information as may be necessary in order to cause the Joint Proxy Statement/Prospectus, insofar as it relates to PSINet and its Subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of Metamor and PSINet. (d) Metamor and PSINet agree to cooperate in making any preliminary filings of the Joint Proxy Statement/Prospectus with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act, and shall cooperate in responding to any comments with respect thereto received from the SEC. (e) PSINet will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable Blue Sky Laws. Metamor authorizes PSINet to utilize in the Registration Statement and the Joint Proxy Statement/Prospectus and all such state filed materials, the information concerning Metamor and its Subsidiaries provided to PSINet in connection with, or contained or incorporated by reference in, the Joint Proxy Statement/Prospectus. PSINet will promptly advise Metamor when the Registration Statement has become effective and of any supplements or amendments thereto, and PSINet will furnish Metamor with copies of all such documents. Except for the Joint Proxy Statement/Prospectus or the preliminary joint proxy statement/prospectus, neither PSINet nor Metamor shall distribute any written material that might constitute a "prospectus" relating to the Merger within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other. (f) Each of Metamor and PSINet shall mail the Joint Proxy Statement/Prospectus to its stockholders as promptly as practicable after the date the Registration Statement is declared effective under the Securities Act.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples the Company and Limestone Parent shall promptly prepare and cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have SEC the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the S-4 Registration Statement, the discovering party shall promptly inform the other party together with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) Xxxxxxx and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("OTHER FILINGS"). Each of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC andor its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the S-4 Registration Statement, when the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement is effective(including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, for delivery to their respective shareholders. (c) If either party becomes aware prior respond promptly to the Effective Time of any information that would cause any comments of the statements in SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be false mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Company and the Company's stockholders that may be required or misleading reasonably requested in connection with respect any action contemplated by this Section 6.1. If any event relating to any material factthe Company occurs, or to omit to state if the Company becomes aware of any material fact necessary to make the statements therein not false or misleadinginformation, that party shall promptly inform should be set forth in an amendment or supplement to the other thereof and take the necessary steps to correct S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company and the stockholders of Parent. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger

Registration Statement; Joint Proxy Statement/Prospectus. (a) Upon As promptly as practicable after the execution and delivery date of this Agreement, Peoples the Parties shall prepare and Limestone shall promptly cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SECSEC the Joint Proxy Statement/ Prospectus and CancerVax shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/ Prospectus will be included as a prospectus. Peoples and Limestone Each of the Parties shall use their commercially reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement/ Prospectus to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective by under the SEC Securities Act as soon promptly as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement it is filed with the SEC, and prior . Each of the Parties shall use commercially reasonable efforts to cause the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement Joint Proxy Statement/ Prospectus to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone mailed to Parent’s and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action CancerVax’s stockholders as promptly as practicable to permit an appropriate amendment or supplement to be transmitted after the Form S-4 Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish other Party all information concerning Limestone such Party and the holders of Limestone Common Stock as such Party’s subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Micromet Parties occurs, or if Micromet becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/ Prospectus, then Micromet shall promptly inform CancerVax thereof and shall cooperate with CancerVax in filing such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary amendment or advisable in connection supplement with the Registration StatementSEC and, if appropriate, in mailing such amendment or supplement to the stockholders of Parent. (b) Xxxxxxx and Limestone each agrees Prior to the Effective Time, CancerVax shall use its commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the CancerVax Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States in which any registered holder of Parent Common Stock has an address of record on the record date for determining the stockholders entitled to notice of and to cooperate with vote at the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing with the SEC andParent Stockholders’ Meeting; provided, when the Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Joint Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleadinghowever, that party CancerVax shall promptly inform the other thereof and take the necessary steps not be required: (i) to correct the Joint Proxy Statement/Prospectusqualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction.