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

Registration Statement; Joint Proxy Statement. Prospectus -------------------------------------------------------- As promptly as practicable after the date hereof, SNC shall prepare and file the Registration Statement with the Commission. UCB will furnish to SNC the information required to be included in the Registration Statement with respect to its business and affairs before it is filed with the Commission and again before any amendments are filed, and shall have the right to review and consult with SNC on the form of, and any characterizations of such information included in, the Registration Statement prior to the filing with the Commission. SNC shall use its best efforts to cause such Registration Statement to be declared effective under the Securities Act. Such Registration Statement, at the time it becomes effective and on the Effective Time, shall in all material respects conform to the requirements of the Securities Act and the applicable rules and regulations of the Commission. SNC shall take all actions required to register or obtain exemptions from such registration for the SNC Common Stock to be issued in connection with the transactions contemplated by this Agreement and the Plan of Merger under applicable state "Blue Sky" securities laws, as appropriate. The Registration Statement shall include the form of Joint Proxy Statement/Prospectus. SNC and UCB shall use their best efforts to cause the Joint Proxy Statement/Prospectus to be approved by the SEC for mailing to the UCB and SNC shareholders, and such Joint Proxy Statement/Prospectus shall, on the date of mailing, conform in all material respects to the requirements of the Securities Laws and the applicable rules and regulations of the SEC thereunder. SNC and UCB shall cause the Joint Proxy Statement/Prospectus to be mailed to shareholders in accordance with all applicable notice requirements under the Securities Laws and the NCBCA.

Registration Statement; Joint Proxy Statement. Prospectus -------------------------------------------------------- (a) As promptly as practicable after the date hereofexecution of this Agreement, SNC (i) Parent and the Company shall prepare and file the Registration Statement with the Commission. UCB will furnish SEC a joint proxy statement relating to SNC the information required meetings of the stockholders of Parent and the Company to be included held in the Registration Statement with respect to its business and affairs before it is filed connection with the Commission Merger and again before the Parent Vote Matter (together with any amendments are filed, and shall have the right to review and consult with SNC on the form of, and any characterizations of such information included inthereof or supplements thereto, the Registration "Proxy Statement") and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (the "Form S-4") in which the Proxy Statement prior shall be included as part (together with the Proxy Statement and all amendments to the filing Proxy Statement and the Form S-4, the "Registration Statement") in connection with the Commission. SNC shall use its best efforts to cause such Registration Statement to be declared effective registration under the Securities Act. Such Registration Statement, at the time it becomes effective and on the Effective Time, shall in all material respects conform to the requirements Act of the Securities Act and the applicable rules and regulations shares of the Commission. SNC shall take all actions required to register or obtain exemptions from such registration for the SNC Parent Common Stock to be issued to the stockholders of the Company pursuant to the Merger. Each of the Company and Parent shall use their reasonable best efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take all or any action required under any applicable federal or state securities laws in connection with the transactions contemplated by this Agreement issuance of shares of Parent Common Stock pursuant to the Merger. Each of the Company and Parent shall furnish all information concerning itself to the other as the other may reasonably request in connection with such actions and the Plan preparation of Merger under applicable state "Blue Sky" securities lawsthe Registration Statement. As promptly as practicable after the Registration Statement shall have become effective, as appropriateeach of Parent and the Company shall mail the Registration Statement to its respective stockholders. The Registration Statement shall include the form of Joint Proxy Statement/Prospectus. SNC and UCB shall use their best efforts to cause the Joint Proxy Statement/Prospectus to be approved by the SEC for mailing to the UCB and SNC shareholders, and such Joint Proxy Statement/Prospectus shall, on the date of mailing, conform in all material respects to the requirements recommendation of the Securities Laws Board of Directors of each of Parent and the applicable rules and regulations Company in favor of the SEC thereunder. SNC and UCB shall cause Merger, the Joint Proxy Statement/Prospectus to be mailed to shareholders in accordance with all applicable notice requirements under the Securities Laws Merger Agreement and the NCBCAParent Vote Matter, as the case may be; provided, however, that nothing contained in this Section 5.06 shall prohibit the Board of Directors of the Company or Parent from failing to make the recommendation if the Board of Directors of Parent or the Company, as the case may be, has determined in good faith, after consultation with and based upon the written advice of independent legal counsel, that such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable law.

Registration Statement; Joint Proxy Statement. Prospectus -------------------------------------------------------- (A) As promptly as practicable after the date hereofof this Agreement, SNC Parent and the Company shall prepare and file cause to be filed with the SEC the Joint Proxy Statement/Prospectus, and Parent 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. 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 Commission. UCB will furnish rules and regulations promulgated by the SEC, to SNC respond promptly to any comments of the information required SEC or its staff and to be included in have the Form S-4 Registration Statement with respect to its business and affairs before declared effective under the Securities Act as promptly as practicable after it is filed with the Commission and again before any amendments are filed, and shall have the right to review and consult with SNC on the form of, and any characterizations of such information included in, the Registration Statement prior to the filing with the CommissionSEC. SNC shall Parent will use its best efforts to cause such Registration Statement to be declared effective under the Securities Act. Such Registration Statement, at the time it becomes effective and on the Effective Time, shall in all material respects conform to the requirements of the Securities Act and the applicable rules and regulations of the Commission. SNC shall take all actions required to register or obtain exemptions from such registration for the SNC Common Stock to be issued in connection with the transactions contemplated by this Agreement and the Plan of Merger under applicable state "Blue Sky" securities laws, as appropriate. The Registration Statement shall include the form of Joint Proxy Statement/Prospectus. SNC and UCB shall use their best reasonable efforts to cause the Joint Proxy Statement/Prospectus to be approved by the SEC for mailing mailed to the UCB and SNC shareholdersParent's stockholders, and such Joint Proxy Statement/Prospectus shall, on the date of mailing, conform in Company will use all material respects reasonable efforts to the requirements of the Securities Laws and the applicable rules and regulations of the SEC thereunder. SNC and UCB shall cause the Joint Proxy Statement/Prospectus to be mailed to shareholders in accordance with all applicable notice requirements the Company's stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Laws Act. The Company shall promptly furnish to Parent all information concerning the Company Entities and the NCBCACompany'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 Company Entities occurs, or if 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, 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) As promptly as practicable after the date hereofof this Agreement, SNC the Company and Parent shall prepare and file cause to be filed with the SEC the Form S-4 Registration Statement, together with the Joint Proxy Statement and any other documents required by the Securities Act or the Exchange Act in connection with the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement (including the Joint Proxy Statement) to comply with the Commission. UCB will furnish rules and regulations promulgated by the SEC, to SNC respond promptly to any comments of the information required SEC or its staff and to be included in have the Form S-4 Registration Statement with respect to its business and affairs before declared effective under the Securities Act as promptly as practicable after it is filed with the Commission and again before any amendments are filed, and shall have the right to review and consult with SNC on the form of, and any characterizations of such information included in, the Registration Statement prior to the filing with the CommissionSEC. SNC shall Parent will use its best all reasonable efforts to cause such Registration the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement 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. Such Each of the Company and Parent shall promptly furnish to the other all information that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the Form S-4 Registration Statement or Joint Proxy Statement, . The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) at the time it becomes effective the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed to the stockholders of Parent and on the Company, (iii) at the time of the Company Stockholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) at the Effective Time, shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in all material respects conform order to make the statements therein, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of any information that should be disclosed in an amendment or supplement to the requirements of the Securities Act and the applicable rules and regulations of the Commission. SNC shall take all actions required to register or obtain exemptions from such registration for the SNC Common Stock to be issued in connection with the transactions contemplated by this Agreement and the Plan of Merger under applicable state "Blue Sky" securities laws, as appropriate. The Form S-4 Registration Statement shall include the form of Joint Proxy Statement/Prospectus. SNC and UCB shall use their best efforts to cause or the Joint Proxy Statement/Prospectus to be approved by , then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC for and, if appropriate, in mailing such amendment or supplement to the UCB and SNC shareholders, and such Joint Proxy Statement/Prospectus shall, on the date of mailing, conform in all material respects to the requirements stockholders of the Securities Laws Company and the applicable rules and regulations of the SEC thereunder. SNC and UCB shall cause the Joint Proxy Statement/Prospectus to be mailed to shareholders in accordance with all applicable notice requirements under the Securities Laws and the NCBCAParent.

Registration Statement; Joint Proxy Statement. Prospectus -------------------------------------------------------- (a) As promptly as practicable after the date hereofexecution of this Agreement, SNC (i) Parent and the Company shall cooperate in preparing and shall prepare and file the Registration Statement with the Commission. UCB will furnish SEC a joint proxy statement (such joint proxy statement, as amended or supplemented from time to SNC time, the information required “Joint Proxy Statement”) to be included in sent to the Registration Statement with respect stockholders of the Company relating to its business the Company Stockholders’ Meeting and affairs before it is filed to be sent to the stockholders of Parent relating to the Parent Stockholders’ Meeting and (ii) Parent shall prepare and file with the Commission and again before any SEC a registration statement on Form S-4 (together with all amendments are filed, and shall have the right to review and consult with SNC on the form of, and any characterizations of such information included inthereto, the “Registration Statement”) in which the Joint Proxy Statement prior to the filing shall be included as a prospectus, in connection with the Commission. SNC shall use its best efforts to cause such Registration Statement to be declared effective registration under the Securities Act. Such Registration Statement, at the time it becomes effective and on the Effective Time, shall in all material respects conform to the requirements Act of the Securities Act and the applicable rules and regulations shares of the Commission. SNC shall take all actions required to register or obtain exemptions from such registration for the SNC Parent Common Stock to be issued in connection with to the transactions contemplated by this Agreement stockholders of the Company pursuant to the Merger. Each of Parent and the Plan of Merger under applicable state "Blue Sky" securities laws, as appropriate. The Registration Statement shall include the form of Joint Proxy Statement/Prospectus. SNC and UCB Company shall use their reasonable best efforts to cause the Joint Proxy Statement/Prospectus Statement in preliminary form and the Registration Statement to be approved by the SEC for mailing to the UCB and SNC shareholdersfiled, and such Joint Proxy Statement/Prospectus shallin each case, on within forty five (45) days of the date of mailing, conform in this Agreement and to cause the Registration Statement to become effective as promptly as practicable and to keep the Registration Statement effective as long as necessary to consummate the Transactions. The Company shall furnish all material respects to information concerning the requirements Company and the holders of the Securities Laws Company Common Stock as Parent may reasonably request in connection with such actions and the applicable rules and regulations preparation of the SEC thereunder. SNC Registration Statement and UCB shall cause the Joint Proxy Statement/Prospectus to be mailed to shareholders in accordance with , and Parent shall furnish all applicable notice requirements under the Securities Laws information concerning Parent and the NCBCAholders of the Parent Common Stock as the Company may reasonably request in connection with such actions and the preparation of the Registration Statement and the Joint Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Joint Proxy Statement to its stockholders and Parent shall mail the Joint Proxy Statement to its stockholders.

Registration Statement; Joint Proxy Statement. Prospectus -------------------------------------------------------- (a) As promptly as practicable after the date hereofof this Agreement, SNC Parent and the Company shall prepare and file the Registration Statement cause to be filed with the Commission. UCB will furnish to SNC SEC the information required Joint Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included in the Registration Statement as a prospectus, with respect to the issuance of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its business capital stock as the other may reasonably request in connection with the preparation of the Form S-4 Registration Statement and affairs before Joint Proxy Statement. Each of Parent and the Company shall use commercially reasonable efforts to (i) cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, (ii) respond promptly, after consultation with each other, to any comments of the 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 Commission and again before any amendments are filed, and shall have SEC. Parent will cause the right to review and consult with SNC on the form of, and any characterizations of such information included in, the Registration Statement prior to the filing with the Commission. SNC shall use its best efforts to cause such Registration Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will cause the Joint Proxy Statement 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. Such Registration StatementParent shall also promptly file, at the time it becomes effective and on the Effective Time, shall in use all material respects conform to the requirements of the Securities Act and the applicable rules and regulations of the Commission. SNC shall take all actions required to register or obtain exemptions from such registration for the SNC Common Stock to be issued in connection with the transactions contemplated by this Agreement and the Plan of Merger under applicable state "Blue Sky" securities laws, as appropriate. The Registration Statement shall include the form of Joint Proxy Statement/Prospectus. SNC and UCB shall use their best reasonable efforts to cause to become effective as promptly as possible and, if required, Parent and the Company shall mail to their respective stockholders any amendment to the Form S-4 Registration Statement or Joint Proxy Statement/Prospectus to be approved by the SEC for mailing to the UCB and SNC shareholders, and such Joint Proxy Statement/Prospectus shall, on Statement that becomes necessary after the date of mailing, conform in all material respects to the requirements of the Securities Laws and the applicable rules and regulations of the SEC thereunder. SNC and UCB shall cause the Joint Proxy Statement/Prospectus to be mailed to shareholders in accordance with all applicable notice requirements under the Securities Laws and the NCBCAS-4 Registration Statement is declared effective.

Registration Statement; Joint Proxy Statement. Prospectus -------------------------------------------------------- (a) As promptly as practicable after the date hereofof this Agreement, SNC Parent and the Company shall prepare and file cause to be filed with the SEC the Joint Proxy Statement/Prospectus and Parent 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. 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 Commission. UCB will furnish rules and regulations promulgated by the SEC, to SNC respond promptly to any comments of the information required SEC or its staff and to be included in have the Form S-4 Registration Statement with respect to its business and affairs before declared effective under the Securities Act as promptly as practicable after it is filed with the Commission and again before any amendments are filed, and shall have the right to review and consult with SNC on the form of, and any characterizations of such information included in, the Registration Statement prior to the filing with the CommissionSEC. SNC shall Parent will use its best efforts to cause such Registration Statement to be declared effective under the Securities Act. Such Registration Statement, at the time it becomes effective and on the Effective Time, shall in all material respects conform to the requirements of the Securities Act and the applicable rules and regulations of the Commission. SNC shall take all actions required to register or obtain exemptions from such registration for the SNC Common Stock to be issued in connection with the transactions contemplated by this Agreement and the Plan of Merger under applicable state "Blue Sky" securities laws, as appropriate. The Registration Statement shall include the form of Joint Proxy Statement/Prospectus. SNC and UCB shall use their best reasonable efforts to cause the Joint Proxy Statement/Prospectus to be approved by the SEC for mailing mailed to the UCB and SNC shareholdersParent's stockholders, and such Joint Proxy Statement/Prospectus shall, on the date of mailing, conform in Company will use all material respects reasonable efforts to the requirements of the Securities Laws and the applicable rules and regulations of the SEC thereunder. SNC and UCB shall cause the Joint Proxy Statement/Prospectus to be mailed to shareholders in accordance with all applicable notice requirements the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Laws Act. The Company shall promptly furnish to Parent all information concerning the Company's and the NCBCACompany's shareholders 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 Company's occurs, or if 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, 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.

Registration Statement; Joint Proxy Statement. Prospectus -------------------------------------------------------- (a) As promptly as practicable after the date hereofof this Agreement, SNC Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included as a prospectus; PROVIDED, HOWEVER, that notwithstanding anything to the contrary contained in this Section 5.1(a), if (and to the extent) Parent so elects: (i) the Joint Proxy Statement shall initially be filed with the SEC on a confidential basis as a proxy statement of Parent and the Company under Section 14 of the Exchange Act; (ii) until such time as Parent has determined that it is reasonably likely that the SEC will promptly declare the Form S-4 Registration Statement effective under the Securities Act, all amendments to the Joint Proxy Statement shall be filed with the SEC on a confidential basis as amendments to the proxy statement of Parent and the Company under Section 14 of the Exchange Act; and (iii) Parent shall not be obligated to file the Form S-4 Registration Statement with the Commission. UCB SEC until such time as Parent has determined that it is reasonably likely that the SEC will furnish to SNC promptly declare the information required to be included in the Form S-4 Registration Statement effective under the Securities Act. Each of Parent and the Company shall use all commercially reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with respect the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its business staff and affairs before to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the Commission and again before any amendments are filed, and shall have the right to review and consult with SNC on the form of, and any characterizations of such information included in, the Registration Statement prior to the filing with the CommissionSEC. SNC shall Parent will use its best all commercially reasonable efforts to cause such Registration the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use all commercially reasonable efforts to cause the Joint Proxy Statement 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. Such Registration Statement, at The Company shall promptly furnish to Parent all information concerning the time it becomes effective and on the Effective Time, shall in all material respects conform to the requirements of the Securities Act Acquired Corporations and the applicable rules and regulations of the Commission. SNC shall take all actions Company's shareholders that may be required to register or obtain exemptions from such registration for the SNC Common Stock to be issued reasonably requested in connection with the transactions any action contemplated by this Agreement and Section 5.1. If any event relating to any of the Plan Acquired Corporations occurs, or if the Company becomes aware of Merger under applicable state "Blue Sky" securities lawsany information, as appropriate. The that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement shall include the form of Joint Proxy Statement/Prospectus. SNC and UCB shall use their best efforts to cause or the Joint Proxy Statement/Prospectus to be approved by , then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC for and, if appropriate, in mailing such amendment or supplement to the UCB and SNC shareholders, and such Joint Proxy Statement/Prospectus shall, on the date of mailing, conform in all material respects to the requirements shareholders of the Securities Laws and the applicable rules and regulations of the SEC thereunder. SNC and UCB shall cause the Joint Proxy Statement/Prospectus to be mailed to shareholders in accordance with all applicable notice requirements under the Securities Laws and the NCBCACompany.

Registration Statement; Joint Proxy Statement. Prospectus -------------------------------------------------------- Schedule 13E-3. (a) As promptly as practicable after the date hereofexecution of this Agreement, SNC (i) Parent and the Company shall prepare and file the Registration Statement with the Commission. UCB will furnish SEC a joint proxy statement (together with any amendments thereof or supplements thereto, the "Proxy Statement") relating to SNC the information required meetings of the Company's stockholders (the "Company Stockholders' Meeting") and Parent's stockholders (the "Parent Stockholders' Meeting" and, together with the Company Stockholders' Meeting, the "Stockholders' Meetings") to be included in held to consider approval of this Agreement and Merger and the Registration Statement with respect issuance of shares of Parent Common Stock pursuant to its business the terms of the Merger (the "Parent Stock Issuance"), (ii) Parent shall prepare and affairs before it is filed file with the Commission and again before any SEC a registration statement on Form S-4 (together with all amendments are filed, and shall have the right to review and consult with SNC on the form of, and any characterizations of such information included inthereto, the "Registration Statement") in which the Proxy Statement prior to the filing shall be included as a prospectus, in connection with the Commission. SNC shall use its best efforts to cause such Registration Statement to be declared effective registration under the Securities Act. Such Registration Statement, at the time it becomes effective and on the Effective Time, shall in all material respects conform to the requirements Act of the Securities Act and the applicable rules and regulations shares of the Commission. SNC shall take all actions required to register or obtain exemptions from such registration for the SNC Parent Common Stock to be issued in connection to the stockholders of the Company pursuant to the Merger, and (iii) Parent, Merger Sub and the Company shall, if required by the Exchange Act, prepare and file with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") relating to the Merger and the other transactions contemplated by this Agreement Agreement. Parent and the Plan of Merger under applicable state "Blue Sky" securities laws, as appropriate. The Registration Statement shall include the form of Joint Proxy Statement/Prospectus. SNC and UCB Company each shall use their reasonable best efforts to cause the Joint Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities Laws in connection with the Parent Stock Issuance. The Company shall furnish all information concerning the Company that Parent may reasonably request in connection with such actions and the preparation of the Registration Statement, the Proxy Statement and Schedule 13E-3, if any. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall mail the Proxy Statement/Prospectus , together with the Schedule 13E-3, if any, to be approved by the SEC for mailing to the UCB and SNC shareholders, and such Joint Proxy Statement/Prospectus shall, on the date of mailing, conform in all material respects to the requirements of the Securities Laws and the applicable rules and regulations of the SEC thereunder. SNC and UCB shall cause the Joint Proxy Statement/Prospectus to be mailed to shareholders in accordance with all applicable notice requirements under the Securities Laws and the NCBCAits stockholders.

Registration Statement; Joint Proxy Statement. Prospectus -------------------------------------------------------- (a) As promptly as practicable after the date hereofexecution of this Agreement, SNC (i) Parent and the Company shall prepare and file the Registration Statement with the Commission. UCB will furnish SEC a joint proxy statement (together with any amendments thereof or supplements thereto, the "Joint Proxy Statement") relating to SNC the information required respective meetings of the Company's stockholders (the "Company Stockholders' Meeting") to be included held to consider approval of the Merger and adoption of this Agreement and of the Parent stockholders (the "Parent Stockholders' Meeting") to be held to obtain (x) the Parent Share Issuance Stockholder Approval and (y) the approval of the stockholders of Parent to adopt an amendment to Parent's Certificate of Incorporation to effect a reverse split of the Parent Common Shares, in a ratio of either 1-for-5 or 1-for-6 (any such split, the Registration Statement with respect to its business "Parent Reverse Stock Split"), and affairs before it is filed (ii) Parent shall prepare and file with the Commission and again before any SEC a registration statement on Form S-4 (together with all amendments are filed, and shall have the right to review and consult with SNC on the form of, and any characterizations of such information included inthereto, the Registration Statement prior to the filing with the Commission. SNC shall use its best efforts to cause such Registration Statement to be declared effective under the Securities Act. Such "Registration Statement") in which the Joint Proxy Statement shall be included as a prospectus, at the time it becomes effective and on the Effective Time, shall in all material respects conform to the requirements of the Securities Act and the applicable rules and regulations of the Commission. SNC shall take all actions required to register or obtain exemptions from such registration for the SNC Common Stock to be issued in connection with the transactions contemplated by this Agreement registration under the Securities Act of the Parent Common Shares to be issued to the stockholders of the Company pursuant to the Merger. Each of Parent and the Plan of Merger under applicable state "Blue Sky" securities laws, as appropriate. The Registration Statement shall include the form of Joint Proxy Statement/Prospectus. SNC and UCB Company shall use their its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable and, prior to the effective date of the Registration Statement, Parent shall use its reasonable best efforts to take all or any action required under any applicable federal or state securities laws in connection with the issuance of Parent Common Shares pursuant to the Merger. Each of Parent and the Company shall furnish all information concerning itself as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement/Prospectus to be approved by . As promptly as practicable after the SEC for mailing to the UCB and SNC shareholdersRegistration Statement shall have become effective, and such Joint Proxy Statement/Prospectus shall, on the date each of mailing, conform in all material respects to the requirements of the Securities Laws Parent and the applicable rules and regulations of the SEC thereunder. SNC and UCB Company shall cause mail the Joint Proxy Statement/Prospectus Statement to be mailed to shareholders in accordance with all applicable notice requirements under the Securities Laws and the NCBCAtheir respective stockholders.

Registration Statement; Joint Proxy Statement. Prospectus -------------------------------------------------------- (a) As promptly as practicable after the date hereofexecution of this Agreement, SNC (i) Parent and the Company shall prepare and file the Registration Statement with the Commission. UCB will furnish SEC a joint proxy statement (together with any amendments thereof or supplements thereto, the "Joint Proxy Statement") relating to SNC the information required respective meetings of the Company's stockholders (the "Company Stockholders' Meeting") to be included in held to consider approval of the Registration Statement with respect Merger and adoption of this Agreement and of the Parent stockholders (the "Parent Stockholders' Meeting") to its business be held to obtain the Parent Stockholder Approval and affairs before it is filed (ii) Parent shall prepare and file with the Commission and again before any SEC a registration statement on Form S-4 (together with all amendments are filed, and shall have the right to review and consult with SNC on the form of, and any characterizations of such information included inthereto, the Registration Statement prior to the filing with the Commission. SNC shall use its best efforts to cause such Registration Statement to be declared effective under the Securities Act. Such "Registration Statement") in which the Joint Proxy Statement shall be included as a prospectus, at the time it becomes effective and on the Effective Time, shall in all material respects conform to the requirements of the Securities Act and the applicable rules and regulations of the Commission. SNC shall take all actions required to register or obtain exemptions from such registration for the SNC Common Stock to be issued in connection with the transactions contemplated by this Agreement registration under the Securities Act of the Parent Common Shares to be issued to the stockholders of the Company pursuant to the Merger. Each of Parent and the Plan of Merger under applicable state "Blue Sky" securities laws, as appropriate. The Registration Statement shall include the form of Joint Proxy Statement/Prospectus. SNC and UCB Company shall use their best its commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and prior to the effective date of the Registration Statement, Parent shall use its commercially reasonable efforts to take all or any action required under any applicable federal or state securities laws in connection with the issuance of Parent Common Shares pursuant to the Merger. Each of Parent and the Company shall furnish all information concerning itself as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement/Prospectus to be approved by . As promptly as practicable after the SEC for mailing to the UCB and SNC shareholdersRegistration Statement shall have become effective, and such Joint Proxy Statement/Prospectus shall, on the date each of mailing, conform in all material respects to the requirements of the Securities Laws Parent and the applicable rules and regulations of the SEC thereunder. SNC and UCB Company shall cause mail the Joint Proxy Statement/Prospectus Statement to be mailed to shareholders in accordance with all applicable notice requirements under the Securities Laws and the NCBCAtheir respective stockholders.

Registration Statement; Joint Proxy Statement. Prospectus -------------------------------------------------------- (a) As promptly as practicable after the date hereofexecution of this Agreement, SNC (i) Viacom and Blockbuster shall prepare and file the Registration Statement with the Commission. UCB will furnish to SNC the information required to be included in the Registration Statement with respect to its business and affairs before it is filed with the Commission and again before any amendments are filed, and shall have the right to review and consult with SNC on the form of, and any characterizations of such information included in, the Registration Statement prior SEC a joint proxy statement relating to the filing with the Commission. SNC shall use its best efforts to cause such Registration Statement to be declared effective under the Securities Act. Such Registration Statement, at the time it becomes effective meetings of Blockbuster's stockholders and on the Effective Time, shall in all material respects conform to the requirements holders of the Securities Act and the applicable rules and regulations of the Commission. SNC shall take all actions required to register or obtain exemptions from such registration for the SNC Viacom Class A Common Stock to be issued held in connection with the transactions contemplated by this Agreement Merger (together with any amendments thereof or supplements thereto, the "Proxy Statement") and (ii) Viacom shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Viacom Common Stock and the Plan VCRs to be issued to the stockholders of Merger Blockbuster pursuant to the Merger. Each of Blockbuster and Viacom shall use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take all or any action required under any applicable federal or state "Blue Sky" securities lawslaws in connection with the issuance of shares of Viacom Common Stock and VCRs pursuant to the Merger. Each of Blockbuster and Viacom shall furnish all information concerning itself to the other as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, as appropriateeach of Viacom and Blockbuster shall mail the Proxy Statement to its respective stockholders. The Registration Proxy Statement shall include the form recommendation of Joint Proxy Statement/Prospectus. SNC the Board of Directors of each of Viacom and UCB shall use their best efforts to cause Blockbuster in favor of the Joint Proxy Statement/Prospectus to be approved by the SEC for mailing Merger, unless otherwise necessary due to the UCB and SNC shareholders, and such Joint Proxy Statement/Prospectus shall, on the date of mailing, conform in all material respects to the requirements applicable fiduciary duties of the Securities Laws respective directors of Viacom and Blockbuster, as determined by such directors in good faith after consultation with and based upon the applicable rules and regulations advice of the SEC thereunder. SNC and UCB shall cause the Joint Proxy Statement/Prospectus to independent legal counsel (who may be mailed to shareholders in accordance with all applicable notice requirements under the Securities Laws and the NCBCAsuch party's regularly engaged independent legal counsel).

Registration Statement; Joint Proxy Statement. Prospectus -------------------------------------------------------- (a) As promptly as practicable after the date hereofof this Agreement, SNC Parent and the Company shall prepare and file cause to be filed with the SEC the Joint Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the Commission. UCB will furnish rules and regulations promulgated by the SEC, to SNC respond promptly to any comments of the information required SEC or its staff and to be included in have the Form S-4 Registration Statement with respect to its business and affairs before declared effective under the Securities Act as promptly as practicable after it is filed with the Commission and again before any amendments are filed, and shall have the right to review and consult with SNC on the form of, and any characterizations of such information included in, the Registration Statement prior to the filing with the CommissionSEC. SNC shall Parent will use its best all reasonable efforts to cause such Registration the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement 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. Such Registration Statement, at the time it becomes effective and on the Effective Time, The parties shall in all material respects conform promptly furnish to the requirements of the Securities Act other party all information concerning itself, its stockholders and the applicable rules and regulations of the Commission. SNC shall take all actions its affiliates that may be required to register or obtain exemptions from such registration for the SNC Common Stock to be issued reasonably requested in connection with the transactions any action contemplated by this Agreement and Section 5.1. If any event relating to the Plan Company occurs, or if the Company becomes aware of Merger under applicable state "Blue Sky" securities lawsany information, as appropriate. The that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement shall include the form of Joint Proxy Statement/Prospectus. SNC and UCB shall use their best efforts to cause or the Joint Proxy Statement/Prospectus to be approved by , then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC for and, if appropriate, in mailing such amendment or supplement to the UCB and SNC shareholders, and such Joint Proxy Statement/Prospectus shall, on the date of mailing, conform in all material respects to the requirements stockholders of the Securities Laws and the applicable rules and regulations of the SEC thereunder. SNC and UCB shall cause the Joint Proxy Statement/Prospectus to be mailed to shareholders in accordance with all applicable notice requirements under the Securities Laws and the NCBCACompany.

Registration Statement; Joint Proxy Statement. Prospectus -------------------------------------------------------- (a) As promptly as practicable after the date execution of this Agreement, (i) Parent and the Company shall prepare and Parent shall file with the SEC a joint proxy statement (together with any amendments thereof or supplements thereto, the “Joint Proxy Statement”) relating to the respective meetings of the Company stockholders (the “Company Stockholders’ Meeting”) to be held to consider approval of this Agreement (including the principal terms hereof, SNC ) and the Merger and of the Parent stockholders (the “Parent Stockholders’ Meeting”) to be held to consider approval of the Share Issuance and (ii) Parent shall prepare and file the Registration Statement with the Commission. UCB will furnish to SNC SEC a registration statement on Form S-4 (together with all amendments and supplements thereto, the information required ”Registration Statement”) in which the Joint Proxy Statement shall be included as part of the prospectus, in connection with the registration under the Securities Act of the Parent Shares to be included in the Registration Statement with respect to its business and affairs before it is filed with the Commission and again before any amendments are filed, and shall have the right to review and consult with SNC on the form of, and any characterizations of such information included in, the Registration Statement prior issued to the filing with stockholders of the CommissionCompany pursuant to the Merger. SNC Each of Parent and the Company shall use its reasonable best efforts to cause such the Registration Statement to be declared become effective under the Securities Actas promptly as practicable. Such Registration Statement, at the time it becomes effective and on Prior to the Effective Time, shall in all material respects conform to the requirements of the Securities Act and the applicable rules and regulations of the Commission. SNC Parent shall take all actions or any action reasonably required to register or obtain exemptions from such registration for under applicable state securities Laws in connection with the SNC issuance of shares of Parent Common Stock to be issued in the Merger. Each of Parent and the Company shall furnish all information concerning itself as the other may reasonably request in connection with the transactions contemplated by this Agreement such actions and the Plan preparation of Merger under applicable state "Blue Sky" securities lawsthe Registration Statement and Joint Proxy Statement. As promptly as practicable, as appropriate. The but in no event later than the third business day, after the Registration Statement shall include have become effective, each of Parent and the form of Joint Proxy Statement/Prospectus. SNC and UCB Company shall use their best efforts mail or cause to cause be mailed the Joint Proxy Statement/Prospectus Statement to be approved by the SEC for mailing to the UCB and SNC shareholders, and such Joint Proxy Statement/Prospectus shall, on the date of mailing, conform in all material respects to the requirements of the Securities Laws and the applicable rules and regulations of the SEC thereunder. SNC and UCB shall cause the Joint Proxy Statement/Prospectus to be mailed to shareholders in accordance with all applicable notice requirements under the Securities Laws and the NCBCAtheir respective stockholders.

Registration Statement; Joint Proxy Statement. Prospectus -------------------------------------------------------- (a) As promptly as practicable after the date hereofof this Agreement, SNC Parent shall prepare and file cause to be filed with the SEC a registration statement on Form S-4 concerning the Parent Common Stock to be issued upon the Merger (the "S-4 Registration Statement"), in which the Joint Proxy Statement will be included as a prospectus, and any other documents required by the Securities Act or the Exchange Act in connection with the Merger. Parent shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement) to comply with the Commission. UCB will furnish rules and regulations promulgated by the SEC, to SNC respond promptly to any comments of the information required SEC or its staff and to be included in have the S-4 Registration Statement with respect to its business and affairs before declared effective under the Securities Act as promptly as practicable after it is filed with the Commission and again before any amendments are filed, and shall have the right to review and consult with SNC on the form of, and any characterizations of such information included in, the Registration Statement prior to the filing with the CommissionSEC. SNC shall Parent will use its best all reasonable efforts to cause such Registration the Joint Proxy Statement to be mailed to Parent's shareholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders, as promptly as practicable after the S-4 Registration Statement is declared effective under the Securities Act. Such Registration Statement, at The Company shall promptly furnish to Parent all information concerning the time it becomes effective and on the Effective Time, shall in all material respects conform to the requirements of the Securities Act Acquired Corporations and the applicable rules and regulations of the Commission. SNC shall take all actions Company's stockholders that may be required to register or obtain exemptions from such registration for the SNC Common Stock to be issued reasonably requested in connection with the transactions any action contemplated by this Agreement and Section 5.1. If any event relating to any of the Plan Acquired Corporations occurs, or if the Company becomes aware of Merger under applicable state "Blue Sky" securities laws, as appropriate. The any information that should be set forth in an amendment or supplement to the S-4 Registration Statement shall include the form of Joint Proxy Statement/Prospectus. SNC and UCB shall use their best efforts to cause or the Joint Proxy Statement/Prospectus to be approved by , then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC for and, if appropriate, in mailing such amendment or supplement to the UCB and SNC shareholders, and such Joint Proxy Statement/Prospectus shall, on the date of mailing, conform in all material respects to the requirements stockholders of the Securities Laws and the applicable rules and regulations of the SEC thereunder. SNC and UCB shall cause the Joint Proxy Statement/Prospectus to be mailed to shareholders in accordance with all applicable notice requirements under the Securities Laws and the NCBCACompany.