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

Registration Statement; Joint Proxy Statement. None of the information provided by Anadarko for inclusion in the registration statement on Form S-4 (such registration statement as amended, supplemented or modified, the "REGISTRATION STATEMENT") to be filed with the Commission by Anadarko under the Securities Act, including the prospectus relating to Anadarko Common Shares to be issued in the Merger (as amended, supplemented or modified, the "PROSPECTUS") and the joint proxy statement and form of proxies relating to the vote of UPR Stockholders with respect to the Merger and the vote of Anadarko Stockholders with respect to the Share Issuance (as amended, supplemented or modified, the "JOINT PROXY STATEMENT"), at the time the Registration Statement becomes effective or, in the case of the Joint Proxy Statement, at the date of mailing and at the date of the UPR Stockholders Meeting (as defined in Section 5.3(a)) or the Anadarko Stockholders Meeting (as defined in Section 5.2(a)) to consider the Merger and the transactions contemplated thereby, will 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 misleading. The Registration Statement and Joint Proxy Statement, except for such portions thereof that relate only to UPR or its subsidiaries, will each comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act.

Registration Statement; Joint Proxy Statement. None of the information provided in writing by Anadarko Cardinal for inclusion in the registration statement on Form S-4 (such registration statement as amended, supplemented or modified, the "REGISTRATION STATEMENTRegistration Statement") to be filed with the Commission by Anadarko Cardinal under the Securities Act, including the prospectus relating to Anadarko Cardinal Common Shares to be issued in the Merger (as amended, supplemented or modified, the "PROSPECTUSProspectus") and the joint proxy statement and form of proxies relating to the vote of UPR Allegiance Stockholders with respect to the Merger and the vote of Anadarko Stockholders Cardinal Shareholders with respect to the Share Issuance (as amended, supplemented or modified, the "JOINT PROXY STATEMENTJoint Proxy Statement"), at the time the Registration Statement becomes effective or, in the case of the Joint Proxy Statement, at the date of mailing and at the date of the UPR Allegiance Stockholders Meeting (as defined in Section 5.3(a)) or the Anadarko Stockholders Cardinal Shareholders Meeting (as defined in Section 5.2(a)) to consider the Merger and the transactions contemplated thereby, will 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 misleading. The Registration Statement and Joint Proxy Statement, except for such portions thereof that relate only to UPR or its subsidiariesAllegiance, will each comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act.

Registration Statement; Joint Proxy Statement. None of the information provided to be supplied by Anadarko the Company in writing for inclusion or incorporation by reference in (i) the registration statement on Form S-4 (such registration statement as amended, supplemented or modified, the "REGISTRATION STATEMENTForm S-4") to be filed with the Commission SEC by Anadarko under Parent in connection with the Securities Act(A) sale of Parent Common Shares by Dutchco to holders of Units in exchange for such Units, including and (B) issuance of Exchangeable Shares by the prospectus Continuing Corporation, (ii) the proxy statement relating to Anadarko Common Shares to be issued in the Merger general special meeting of the Company's shareholders (as amended, supplemented or modified, the "PROSPECTUSCompany Shareholders' Meeting") and the joint proxy statement and form of proxies relating to the vote special meeting of UPR Stockholders Parent's stockholders (the "Parent Stockholders' Meeting") to be held in connection with respect to the Merger and the vote of Anadarko Stockholders with respect to the Share Issuance Transactions (as amended, supplemented or modifiedcollectively, the "JOINT PROXY STATEMENTJoint Proxy Statement" and, together with the Form S-4, the "Joint Proxy Statement/Prospectus"), and (iii) any other document to be filed with the SEC or any regulatory agency by any member of the Parent Group or the Company in connection with the transactions contemplated by this Agreement (the "Other Filings") will, (A) at the time respective times such documents are filed with the Registration Statement becomes effective orSEC or other regulatory agency, (B) in the case of the Joint Proxy Statement/Prospectus, at the date it or any amendments or supplements thereto are mailed to stockholders, at the time of mailing the Company Shareholders' Meeting and at the Effective Time and (C) in the case of the Form S-4, when it becomes effective under the Securities Act, at the Effective Time and on the date of the UPR Stockholders Meeting (as defined in Section 5.3(a)) or the Anadarko Stockholders Meeting (as defined in Section 5.2(a)) to consider the Merger and the transactions contemplated therebyany post-effective amendment thereto, will 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 misleading. The Registration Statement and Joint Proxy Statement, except for such portions thereof that relate only Statement (as it relates to UPR or its subsidiaries, the Company Shareholders' Meeting) will each comply as to form in all material respects with the applicable provisions of the Securities Quebec Act and the Exchange Act.. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Form S-4 or a supplement to the 9

Registration Statement; Joint Proxy Statement. None of the information provided to be supplied by Anadarko the Company in writing for inclusion or incorporation by reference in (i) the registration statement on Form S-4 (such registration statement as amended, supplemented or modified, the "REGISTRATION STATEMENTFORM S-4") to be filed with the Commission SEC by Anadarko under Parent in connection with the Securities Act(A) sale of Parent Common Shares by Dutchco to holders of Units in exchange for such Units, including and (B) issuance of Exchangeable Shares by the prospectus Continuing Corporation, (ii) the proxy statement relating to Anadarko Common Shares to be issued in the Merger general special meeting of the Company's shareholders (as amended, supplemented or modified, the "PROSPECTUSCOMPANY SHAREHOLDERS' MEETING") and the joint proxy statement and form of proxies relating to the vote special meeting of UPR Stockholders Parent's stockholders (the "PARENT STOCKHOLDERS' MEETING") to be held in connection with respect to the Merger and the vote of Anadarko Stockholders with respect to the Share Issuance Transactions (as amended, supplemented or modifiedcollectively, the "JOINT PROXY STATEMENT" and, together with the Form S-4, the "JOINT PROXY STATEMENT/PROSPECTUS"), and (iii) any other document to be filed with the SEC or any regulatory agency by any member of the Parent Group or the Company in connection with the transactions contemplated by this Agreement (the "OTHER FILINGS") will, (A) at the time respective times such documents are filed with the Registration Statement becomes effective orSEC or other regulatory agency, (B) in the case of the Joint Proxy Statement/Prospectus, at the date it or any amendments or supplements thereto are mailed to stockholders, at the time of mailing the Company Shareholders' Meeting and at the Effective Time and (C) in the case of the Form S-4, when it becomes effective under the Securities Act, at the Effective Time and on the date of the UPR Stockholders Meeting (as defined in Section 5.3(a)) or the Anadarko Stockholders Meeting (as defined in Section 5.2(a)) to consider the Merger and the transactions contemplated therebyany post-effective amendment thereto, will 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 misleading. The Registration Statement and Joint Proxy Statement, except for such portions thereof that relate only Statement (as it relates to UPR or its subsidiaries, the Company Shareholders' Meeting) will each comply as to form in all material respects with the applicable provisions of the Securities Quebec Act and the Exchange Act.. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Form S-4 or a supplement to the A-9

Registration Statement; Joint Proxy Statement. None of the --------------------------------------------- information provided by Anadarko the Company for inclusion in the registration statement on Form S-4 (such registration statement as amended, supplemented or modified, the "REGISTRATION STATEMENTRegistration Statement") to be filed with the Commission by Anadarko Parent under ---------------------- the Securities Act, including the prospectus relating to Anadarko the shares of Parent Class A Common Shares Stock to be issued in the Merger (as amended, supplemented or modified, the "PROSPECTUSProspectus") and the joint proxy statement and form of proxies ---------- relating to the vote of UPR Stockholders the stockholders of the Company with respect to the Merger and the vote of Anadarko Stockholders the stockholders of Parent with respect to the Share Issuance Parent Stockholder Proposal (as defined in Section 4.3) (as amended, supplemented or modified, the "JOINT PROXY STATEMENTJoint Proxy Statement"), at the time the Registration Statement --------------------- becomes effective or, in the case of the Joint Proxy Statement, at the date of mailing and at the date of the UPR Company Stockholders Meeting (as defined in Section 5.3(a)) or the Anadarko Parent Stockholders Meeting (as defined in Section 5.2(a)) to consider the Merger and the transactions contemplated therebyMeeting, will contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements thereintherein (and, in the case of the Joint Proxy Statement, in light of the circumstances under which they are were made), not misleading. The Registration Statement and Joint Proxy Statement, except for such portions portion thereof that relate only relates to UPR Parent and its subsidiaries (as to which no representations or its subsidiarieswarranties are made), will each comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act.

Registration Statement; Joint Proxy Statement. None of the information provided by Anadarko the Company for inclusion in the registration statement on Form S-4 (such registration statement as amended, supplemented or modified, the "REGISTRATION STATEMENTRegistration Statement") to be filed with the Commission by Anadarko Parent under the Securities Act, including the prospectus relating to Anadarko the shares of Parent Class A Common Shares Stock to be issued in the Merger (as amended, supplemented or modified, the "PROSPECTUSProspectus") and the joint proxy statement and form of proxies relating to the vote of UPR Stockholders the stockholders of the Company with respect to the Merger and the vote of Anadarko Stockholders the stockholders of Parent with respect to the Share Issuance Parent Stockholder Proposal (as defined in Section 4.3) (as amended, supplemented or modified, the "JOINT PROXY STATEMENTJoint Proxy Statement"), at the time the Registration Statement becomes effective or, in the case of the Joint Proxy Statement, at the date of mailing and at the date of the UPR Company Stockholders Meeting (as defined in Section 5.3(a)) or the Anadarko Parent Stockholders Meeting (as defined in Section 5.2(a)) to consider the Merger and the transactions contemplated therebyMeeting, will contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements thereintherein (and, in the case of the Joint Proxy Statement, in light of the circumstances under which they are were made), not misleading. The Registration Statement and Joint Proxy Statement, except for such portions portion thereof that relate only relates to UPR Parent and its subsidiaries (as to which no representations or its subsidiarieswarranties are made), will each comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act.

Registration Statement; Joint Proxy Statement. None of the information provided supplied or to be supplied by Anadarko Office Depot for inclusion or incorporation by reference in the registration statement on Form S-4 (such registration statement as amended, it may be amended or supplemented and including any such amendments or modifiedsupplements, the "REGISTRATION STATEMENT"“Registration Statement”) to be filed with the Commission by Anadarko Office Depot under the Securities Act, including the prospectus relating to Anadarko shares of Office Depot Common Shares Stock to be issued in the Merger pursuant to this Agreement (as amended, it may be amended or supplemented and including any such amendments or modifiedsupplements, the "PROSPECTUS"“Prospectus”) and the joint proxy statement and form of proxies relating to the vote of UPR OfficeMax Stockholders with respect to the Merger Meeting and the vote of Anadarko Office Depot Stockholders with respect to the Share Issuance Meeting (as it may be amended, supplemented or modifiedmodified and including any such amendments or supplements, the "JOINT PROXY STATEMENT"“Joint Proxy Statement”), at the time the Registration Statement becomes effective or, in the case of the Joint Proxy Statement, at the date of mailing and at the date of the UPR OfficeMax Stockholders Meeting (as defined in Section 5.3(a)) or the Anadarko Office Depot Stockholders Meeting (as defined in Section 5.2(a)) to consider the Merger and the transactions contemplated therebyMeeting, will contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Each of the Registration Statement and Joint Proxy Statement, except for such portions thereof that relate only to UPR or OfficeMax and its subsidiaries, will each comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act.

Registration Statement; Joint Proxy Statement. None of the --------------------------------------------- information provided by Anadarko AmeriSource for inclusion in the registration statement on Form S-4 (such registration statement as amended, supplemented or modified, the "REGISTRATION STATEMENTRegistration Statement") to be filed with the Commission by Anadarko Parent under the Securities Act, including the prospectus relating to Anadarko the shares of Parent Common Shares Stock to be issued in the Merger (as amended, supplemented or modified, the "PROSPECTUSProspectus") and the joint proxy statement and form of proxies relating to the vote of UPR Stockholders the stockholders of AmeriSource with respect to the Merger and the vote of Anadarko Stockholders the stockholders of Parent with respect to the Share Issuance Parent Stockholder Proposal (as defined in Section 4.3) (as amended, supplemented or modified, the "JOINT PROXY STATEMENTJoint Proxy Statement"), at the time the Registration Statement becomes effective or, in the case of the Joint Proxy Statement, at the date of mailing and at the date of the UPR AmeriSource Stockholders Meeting (as defined in Section 5.3(a)) or the Anadarko Parent Stockholders Meeting (as defined in Section 5.2(a)) to consider the Merger and the transactions contemplated therebyMeeting, will contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Registration Statement and Joint Proxy Statement, except for such portions portion thereof that relate relates only to UPR Parent and its subsidiaries (as to which no representations or its subsidiarieswarranties are made), will each comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act.

Registration Statement; Joint Proxy Statement. None of the information provided by Anadarko for inclusion in the registration statement on Form S-4 (such registration statement as amended, supplemented or modified, the "REGISTRATION STATEMENTRegistration Statement") to be filed with the Commission by Anadarko under the Securities Act, including the prospectus relating to Anadarko Common Shares to be issued in the Merger (as amended, supplemented or modified, the "PROSPECTUSProspectus") and the joint proxy statement and form of proxies relating to the vote of UPR Stockholders with respect to the Merger and the vote of Anadarko Stockholders with respect to the Share Issuance (as amended, supplemented or modified, the "JOINT PROXY STATEMENTJoint Proxy Statement"), at the time the Registration Statement becomes effective or, in the case of the Joint Proxy Statement, at the date of mailing and at the date of the UPR Stockholders Meeting (as defined in Section 5.3(a)) or the Anadarko Stockholders Meeting (as defined in Section 5.2(a)) to consider the Merger and the transactions contemplated thereby, will 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 misleading. The Registration Statement and Joint Proxy Statement, except for such portions thereof that relate only to UPR or its subsidiaries, will each comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act.