Common use of Registration Statement on Form S-4 Clause in Contracts

Registration Statement on Form S-4. (a) Each of Marine and Pride shall cooperate and promptly prepare and Pride and the Company shall file with the SEC as soon as practicable a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, with respect to the Pride Common Stock and Company Common Stock issuable in the Mergers upon exercise or conversion of options, warrants or convertible securities which following the Mergers will be exercisable for, or convertible into, Company Common Stock. A portion of the Form S-4 shall also serve as the joint proxy statement with respect to the respective meetings of the shareholders of Marine and Pride in connection with the transactions contemplated by this Agreement (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Marine and Pride shall each use commercially reasonable best efforts, and shall cooperate with one another, so as to have the Form S-4 declared effective by the SEC as promptly as practicable. Pride shall use commercially reasonable best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and the parties shall share equally all expenses incident thereto (including all SEC and other filing fees and all printing and mailing expenses associated with the Form S-4 and the Proxy Statement/Prospectus). Pride will advise Marine, promptly after it receives notice thereof, of the time when the Form S-4 has been declared effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Pride Common Stock issuable in connection with the Marine Merger for offering or sale in any jurisdiction or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties shall also promptly provide each other party copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by this Agreement. Each of the parties shall promptly provide each other party with drafts of all correspondence intended to be sent to the SEC in connection with the transactions contemplated by this Agreement and allow each such party the opportunity to comment thereon prior to delivery to the SEC. (b) Marine and Pride shall each use its best efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. (c) Each of Marine and Pride shall ensure that the information provided by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of shareholders of Marine and Pride or, in the case of information provided by it for inclusion or incorporation by reference in the Form S-4 or any amendment or supplement thereto, at the time it becomes effective, (i) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (d) The filing fees payable to the SEC with respect to the Form S-4 or any amendment thereto shall be paid by Marine and Pride. Marine and Pride shall each contribute to such filing fee expense in proportion to the number of shares of Company Common Stock estimated to be issuable as of the date of such filing, on a fully diluted basis, to their respective security holders.

Registration Statement on Form S-4. (a) Each of Marine Xxxxxx and Pride Xxxxxx shall cooperate and promptly prepare jointly prepare, and Pride and the Company Holdco shall file with the SEC SEC, as soon as practicable following the date hereof, a Registration Statement on Form S-4 (the "“Form S-4"”) under the Securities Act, Act of 1933 as amended with respect to the Pride shares of Holdco Class A Common Stock and Company Holdco Class B Common Stock issuable in connection with the Mergers upon exercise or conversion of optionsMergers, warrants or convertible securities which following the Mergers will be exercisable for, or convertible into, Company Common Stock. A a portion of the Form S-4 which Registration Statement shall also serve as the joint proxy statement with respect to the respective meetings meeting of the shareholders stockholders of Marine and Pride Xxxxxx in connection with the transactions contemplated by this Agreement (the "“Proxy Statement/Prospectus"”). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Marine Each of Xxxxxx and Pride Xxxxxx shall each use commercially its reasonable best efforts, and shall cooperate with one another, so as efforts to have the Form S-4 declared effective by the SEC as promptly as practicablepracticable and to keep the Form S-4 effective as long as is necessary to consummate the Mergers and the transactions contemplated hereby in accordance with the terms of this agreement. Pride Each of Xxxxxx and Xxxxxx shall use commercially its reasonable best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "“Blue Sky" ” permits or approvals required to carry out the transactions contemplated by this Agreement and the parties shall share equally all expenses incident thereto (including all SEC and other filing fees and all printing and mailing expenses associated with the Form S-4 and the Proxy Statement/Prospectus)Agreement. Pride Each party will advise Marinethe others, promptly after it receives notice thereof, of the time when the Form S-4 has been declared become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Pride shares of Holdco Class A Common Stock or Holdco Class B Common Stock issuable in connection with the Marine Merger Mergers for offering or sale in any jurisdiction or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties shall also promptly provide each other party copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by this Agreement. Each of the parties shall promptly provide each other party with drafts of all correspondence intended to be sent to the SEC in connection with the transactions contemplated by this Agreement and allow each such party the opportunity to comment thereon prior to delivery to the SEC. (b) Marine The Proxy Statement/Prospectus shall (i) (x) state that the Board of Directors of Xxxxxx has approved this Agreement and Pride the transactions contemplated hereby, and (y) recommend the approval or adoption by the stockholders of Xxxxxx of this Agreement (except to the extent that the Board of Directors of Xxxxxx makes a Xxxxxx Adverse Recommendation Change) and (ii) (x) state that the Board of Directors of Xxxxxx has approved the Xxxxxx Charter Amendment, and (y) recommend the approval of the Xxxxxx Charter Amendment by the stockholders of Xxxxxx. (c) Xxxxxx shall each use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. (cd) Each of Marine Xxxxxx and Pride Xxxxxx shall ensure that the information provided by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings meeting of shareholders stockholders of Marine and Pride Xxxxxx, or, in the case of information provided by it for inclusion or incorporation by reference in the Form S-4 or any amendment or supplement thereto, at the time it becomes effective, (i) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (d) The filing fees payable . If, at any time prior to the SEC with respect Effective Time, any event or circumstance shall be discovered by a party that should be set forth in an amendment or a supplement to the Form S-4 Proxy Statement/Prospectus so that any such document would not include any misstatement of a material fact or fail to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, such party shall promptly inform the other party and the parties shall cause an appropriate amendment thereto shall or supplement describing such information to be paid by Marine and Pride. Marine and Pride shall each contribute to such filing fee expense in proportion promptly filed with the SEC and, to the number extent required by Applicable Laws, disseminated to stockholders of shares of Company Common Stock estimated to be issuable as of the date of such filing, on a fully diluted basis, to their respective security holdersXxxxxx.

Registration Statement on Form S-4. (a) Each of Marine Millennium and Pride Lyondell shall cooperate with each other and promptly prepare and Pride and the Company shall file with the SEC as soon as practicable a Registration Statement on Form S-4 (the "“Form S-4"”) under the Securities Act, with respect to the Pride Common Stock and Company shares of Lyondell Common Stock issuable in the Mergers upon exercise or conversion of options, warrants or convertible securities which following the Mergers will be exercisable for, or convertible into, Company Common StockMerger. A portion of the Form S-4 shall also serve as the joint proxy statement with respect to the respective meetings of the shareholders stockholders of Marine Millennium and Pride Lyondell in connection with the transactions contemplated by this Agreement hereby (the "“Proxy Statement/Prospectus"”). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Marine Millennium and Pride Lyondell shall each use commercially reasonable best efforts, and shall cooperate with one another, so as to have the Form S-4 declared effective by the SEC as promptly as practicable. Pride No filing of, or amendment or supplement to, the Form S-4 will be made without the consent of both Millennium and Lyondell, which consent will not be unreasonably withheld. Lyondell shall use commercially reasonable best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "“Blue Sky" ” permits or approvals required to carry out the transactions contemplated by this Agreement hereby and the parties Lyondell shall share equally pay all expenses incident thereto (including all SEC and other filing fees and all printing and mailing expenses associated with the Form S-4 and the Proxy Statement/Statement/ Prospectus). Pride Lyondell will advise MarineMillennium, promptly after it receives notice thereof, of the time when the Form S-4 has been declared effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Pride shares of Lyondell Common Stock issuable in connection with the Marine Merger for offering or sale in any jurisdiction or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties shall also promptly provide each other party copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by this Agreementhereby. Each of the parties shall promptly provide each other party with drafts of all correspondence intended to be sent to the SEC in connection with the transactions contemplated by this Agreement hereby and allow each such party the opportunity to comment thereon prior to delivery to the SEC. (b) Marine Lyondell and Pride Millennium shall each use its best commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders their respective stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities ActAct and the Proxy Statement/Prospectus has cleared any review by the staff of the SEC. (c) Each of Marine Millennium and Pride Lyondell shall ensure that the information provided by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus Form S-4 and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of shareholders of Marine and Pride Meetings or, in the case of information provided by it for inclusion or incorporation by reference in the Form S-4 or any amendment or supplement thereto, at the time it becomes effective, (i) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (d) The filing fees payable to the SEC . No representation is made by Millennium with respect to statements made or incorporated by reference in the Proxy Statement/Prospectus or Form S-4 based on information supplied by Lyondell for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4, and no representation is made by Lyondell with respect to statements made or incorporated by reference in the Proxy Statement/Prospectus or Form S-4 based on information supplied by Millennium for inclusion or any amendment thereto shall be paid incorporation by Marine and Pride. Marine and Pride shall each contribute to such filing fee expense reference in proportion to the number of shares of Company Common Stock estimated to be issuable as of Proxy Statement/Prospectus or the date of such filing, on a fully diluted basis, to their respective security holdersForm S-4.

Registration Statement on Form S-4. (a) Each of Marine Parent and Pride the Company shall cooperate and promptly prepare and Pride and the Company Parent shall file with the SEC as soon as practicable a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, with respect to the Pride Common Stock and Company Common Stock Parent Ordinary Shares issuable in the Mergers upon exercise or conversion of optionsMerger, warrants or convertible securities which following the Mergers will be exercisable for, or convertible into, Company Common Stock. A a portion of the Form S-4 which Registration Statement shall also serve as the joint proxy statement with respect to the respective meetings of the shareholders stockholders of Marine Parent and Pride of the Company in connection with the transactions contemplated by this Agreement (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Marine and Pride Parent shall each use commercially reasonable best efforts, and the Company shall cooperate with one anotherParent, so as to have the Form S-4 declared effective by the SEC as promptly as practicable. Pride Parent shall use commercially reasonable best efforts to obtain, prior to the effective date of the Form S-4, all necessary non-U.S., state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and the parties shall share equally all expenses incident thereto (including all SEC and other filing fees and all printing and mailing expenses associated with the Form S-4 and the Proxy Statement/Prospectus). Pride Parent will advise Marinethe Company, promptly after it receives notice thereof, of the time when the Form S-4 has been declared become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Pride Common Stock Parent Ordinary Shares issuable in connection with the Marine Merger for offering or sale in any jurisdiction or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties shall also promptly provide each other party copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by this Agreement. Each of the parties shall promptly provide each other party with drafts of all correspondence intended to be sent to the SEC in connection with the transactions contemplated by this Agreement and allow each such party the opportunity to comment thereon prior to delivery to the SEC. (b) Marine and Pride shall each use its best efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. (c) Each of Marine and Pride shall ensure that the information provided by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of shareholders of Marine and Pride or, in the case of information provided by it for inclusion or incorporation by reference in the Form S-4 or any amendment or supplement thereto, at the time it becomes effective, (i) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (d) The filing fees payable to the SEC with respect to the Form S-4 or any amendment thereto shall be paid by Marine and Pride. Marine and Pride shall each contribute to such filing fee expense in proportion to the number of shares of Company Common Stock estimated to be issuable as of the date of such filing, on a fully diluted basis, to their respective security holders.

Registration Statement on Form S-4. (a) Each of Marine Dynegy and Pride Enron shall cooperate and promptly prepare prepare, and Pride and the Company Newco shall file with the SEC SEC, as soon as practicable practicable, a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, Act with respect to the Pride Common Stock and Company shares of Newco Common Stock issuable in the Mergers upon exercise or conversion of optionsMergers, warrants or convertible securities which following the Mergers will be exercisable for, or convertible into, Company Common Stock. A a portion of the Form S-4 which Registration Statement shall also serve as the joint proxy statement with respect to the respective meetings of the shareholders of Marine Dynegy and Pride of Enron in connection with the transactions contemplated by this Agreement (the "Proxy Statement/Prospectus"). The respective parties will shall cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Marine Dynegy and Pride Newco shall each use commercially reasonable best efforts, and Enron shall cooperate with one anotherDynegy and Newco, so as to have the Form S-4 declared effective by the SEC as promptly as practicable. Pride Dynegy and Newco shall use commercially reasonable best efforts to obtain, prior to the effective date of the Form S-4, all necessary non-U.S. securities laws, state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement Agreement, and the parties Dynegy and Enron shall share equally all expenses incident thereto (including all SEC and other filing fees and all printing and mailing expenses associated with the Form S-4 and the Proxy Statement/Prospectus). Pride will Newco shall advise MarineEnron and Dynegy, promptly after it receives notice thereof, of the time when the Form S-4 has been declared become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Pride shares of Newco Common Stock issuable in connection with the Marine Merger Mergers for offering or sale in any jurisdiction or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties shall also promptly provide each other party copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by this Agreement. Each of the parties shall promptly provide each other party with drafts of all correspondence intended to be sent to the SEC in connection with the transactions contemplated by this Agreement and allow each such party the opportunity to comment thereon prior to delivery to the SEC. (b) Marine Dynegy and Pride Enron shall each use its commercially reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. (c) Each of Marine Dynegy and Pride Enron shall ensure that the information provided by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of shareholders of Marine Dynegy and Pride Enron, or, in the case of information provided by it for inclusion or incorporation by reference in the Form S-4 or any amendment or supplement thereto, at the time it becomes effective, (i) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (d) The filing fees payable to the SEC with respect to the Form S-4 or any amendment thereto shall be paid by Marine and Pride. Marine and Pride shall each contribute to such filing fee expense in proportion to the number of shares of Company Common Stock estimated to be issuable as of the date of such filing, on a fully diluted basis, to their respective security holders.

Registration Statement on Form S-4. (a) Each of Marine Pinnacle and Pride Quest shall cooperate and promptly prepare prepare, and Pride Pinnacle and the Company Quest shall file with the SEC SEC, as soon as practicable a Registration Statement on practicable, the Form S-4 (the "Form S-4") under the Securities Act, Act with respect to the Pride Common Stock and Company shares of Quest Common Stock issuable in connection with the Mergers upon exercise or conversion of optionsMerger, warrants or convertible securities which following the Mergers will be exercisable for, or convertible into, Company Common Stock. A a portion of the which Form S-4 shall also serve as the joint proxy statement with respect to the respective meetings of the shareholders stockholders of Marine Pinnacle and Pride of Quest in connection with the transactions contemplated by this Agreement (the "Proxy Statement/Prospectus")Agreement. The respective parties will cause the Proxy Statement/Statement/ Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Marine Each of Pinnacle and Pride Quest shall each use commercially its reasonable best efforts, and shall cooperate with one another, so as efforts to have the Form S-4 declared effective by the SEC as promptly as practicablepracticable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Pride Each of Pinnacle and Quest shall use commercially its reasonable best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "“Blue Sky" ” permits or approvals required to carry out the transactions contemplated by this Agreement and the parties shall share equally all expenses incident thereto (including all SEC and other filing fees and all printing and mailing expenses associated with the Form S-4 and the Proxy Statement/Prospectus)Agreement. Pride Each party will advise Marinethe others, promptly after it receives notice thereof, of the time when the Form S-4 has been declared become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Pride shares of Quest Common Stock issuable in connection with the Marine Merger for offering or sale in any jurisdiction or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties shall also promptly provide each other party copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by this Agreement. Each of the parties shall promptly provide each other party with drafts of all correspondence intended to be sent to the SEC in connection with the transactions contemplated by this Agreement and allow each such party the opportunity to comment thereon prior to delivery to the SEC. (b) Marine Pinnacle and Pride Quest shall each use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. (c) Each of Marine Pinnacle and Pride Quest shall ensure that the information provided by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of shareholders stockholders of Marine Pinnacle and Pride Quest, or, in the case of information provided by it for inclusion or incorporation by reference in the Form S-4 or any amendment or supplement thereto, at the time it becomes effective, (i) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (d) The filing fees payable to the SEC with respect to the Form S-4 or any amendment thereto shall be paid by Marine and Pride. Marine and Pride shall each contribute to such filing fee expense in proportion to the number of shares of Company Common Stock estimated to be issuable as of the date of such filing, on a fully diluted basis, to their respective security holders.

Registration Statement on Form S-4. (a) Each of Marine Transocean and Pride GlobalSantaFe shall cooperate and promptly prepare and Pride and the Company shall file with the SEC SEC, as soon as practicable practicable, a Registration Statement on Form S-4 (the "“Form S-4"”) under the Securities Act, with respect to the Pride Common Stock and Company Common Stock Transocean Ordinary Shares issuable in connection with the Mergers upon exercise or conversion of optionsMerger and, warrants or convertible securities which following to the Mergers will be exercisable forextent required, or convertible intothe Reclassification, Company Common Stock. A a portion of the Form S-4 which Registration Statement shall also serve as the joint proxy statement with respect to the respective meetings of the shareholders of Marine Transocean and Pride of GlobalSantaFe in connection with the transactions contemplated by this Agreement (the "“Proxy Statement/Prospectus"”). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Marine Each of Transocean and Pride GlobalSantaFe shall each use commercially its reasonable best efforts, and shall cooperate with one another, so as efforts to have the Form S-4 declared effective by the SEC as promptly as practicable. Pride Each of Transocean and GlobalSantaFe shall use commercially its reasonable best efforts to obtain, prior to the effective date of the Form S-4, all necessary non-U.S., state securities law or "“Blue Sky" ” permits or approvals required to carry out the transactions contemplated by this Agreement and the parties shall share equally all expenses incident thereto (including all SEC and other filing fees and all printing and mailing expenses associated with the Form S-4 and the Proxy Statement/Prospectus). Pride Each party will advise Marinethe others, promptly after it receives notice thereof, of the time when the Form S-4 has been declared become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Pride Common Stock Transocean Ordinary Shares issuable in connection with the Marine Merger and the Reclassification for offering or sale in any jurisdiction or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties shall also promptly provide each other party copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by this Agreement. Each of the parties shall promptly provide each other party with drafts of all correspondence intended to be sent to the SEC in connection with the transactions contemplated by this Agreement and allow each such party the opportunity to comment thereon prior to delivery to the SEC. (b) Marine Transocean and Pride GlobalSantaFe shall each use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. (c) Each of Marine Transocean and Pride GlobalSantaFe shall ensure that the information provided by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of shareholders of Marine Transocean and Pride GlobalSantaFe, or, in the case of information provided by it for inclusion or incorporation by reference in the Form S-4 or any amendment or supplement thereto, at the time it becomes effective, (i) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Actmisleading. (d) The filing fees payable to the SEC with respect to the Form S-4 or any amendment thereto shall be paid by Marine and Pride. Marine and Pride shall each contribute to such filing fee expense in proportion to the number of shares of Company Common Stock estimated to be issuable as of the date of such filing, on a fully diluted basis, to their respective security holders.

Registration Statement on Form S-4. (a) Each of Marine Pinnacle and Pride Quest shall cooperate and promptly prepare prepare, and Pride Pinnacle and the Company Quest shall file with the SEC SEC, as soon as practicable a Registration Statement on practicable, the Form S-4 (the "Form S-4") under the Securities Act, Act with respect to the Pride Common Stock and Company shares of Quest Common Stock issuable in connection with the Mergers upon exercise or conversion of optionsMerger, warrants or convertible securities which following the Mergers will be exercisable for, or convertible into, Company Common Stock. A a portion of the which Form S-4 shall also serve as the joint proxy statement with respect to the respective meetings of the shareholders stockholders of Marine Pinnacle and Pride of Quest in connection with the transactions contemplated by this Agreement (the "Proxy Statement/Prospectus")Agreement. The respective parties will cause the Proxy Statement/Statement/ Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Marine Each of Pinnacle and Pride Quest shall each use commercially its reasonable best efforts, and shall cooperate with one another, so as efforts to have the Form S-4 declared effective by the SEC as promptly as practicablepracticable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Pride Each of Pinnacle and Quest shall use commercially its reasonable best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and the parties shall share equally all expenses incident thereto (including all SEC and other filing fees and all printing and mailing expenses associated with the Form S-4 and the Proxy Statement/Prospectus)Agreement. Pride Each party will advise Marinethe others, promptly after it receives notice thereof, of the time when the Form S-4 has been declared become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Pride shares of Quest Common Stock issuable in connection with the Marine Merger for offering or sale in any jurisdiction or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties shall also promptly provide each other party copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by this Agreement. Each of the parties shall promptly provide each other party with drafts of all correspondence intended to be sent to the SEC in connection with the transactions contemplated by this Agreement and allow each such party the opportunity to comment thereon prior to delivery to the SEC. (b) Marine Pinnacle and Pride Quest shall each use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. (c) Each of Marine Pinnacle and Pride Quest shall ensure that the information provided by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of shareholders stockholders of Marine Pinnacle and Pride Quest, or, in the case of information provided by it for inclusion or incorporation by reference in the Form S-4 or any amendment or supplement thereto, at the time it becomes effective, (i) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (d) The filing fees payable to the SEC with respect to the Form S-4 or any amendment thereto shall be paid by Marine and Pride. Marine and Pride shall each contribute to such filing fee expense in proportion to the number of shares of Company Common Stock estimated to be issuable as of the date of such filing, on a fully diluted basis, to their respective security holders.

Registration Statement on Form S-4. (a) Each Subject to any delay reasonably necessary to allow QRC, QELP or QMLP to consider and effect its rights pursuant to Section 8.2, Section 8.3 or Section 8.4 (as applicable) or to avoid violation of Marine Applicable Laws, each of QRC, QELP, QMLP and Pride Holdco shall cooperate and promptly prepare prepare, and Pride QRC, QELP and the Company Holdco shall file with the SEC SEC, as soon as practicable a Registration Statement on reasonably practicable, the Form S-4 (with the "Form S-4") under the Securities Act, SEC with respect to the Pride Common Stock and Company shares of Holdco Common Stock issuable in connection with the Mergers upon exercise or conversion of optionsMergers, warrants or convertible securities which following the Mergers will be exercisable for, or convertible into, Company Common Stock. A a portion of the which Form S-4 shall also serve as the joint proxy statement with respect to the respective meetings of the shareholders stockholders of Marine QRC and Pride the unitholders of QELP in connection with the transactions contemplated by this Agreement (Agreement. The Form S-4 and the "Proxy Statement/Prospectus")Prospectus may include items of business for action by the stockholders of QRC or the unitholders of QELP other than related to stockholder or unitholder approval of the Mergers and the other transactions contemplated hereby only if consented to by each of the Parties, which consent shall not be unreasonably withheld. The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Marine Each of Holdco, QRC, QELP and Pride QMLP shall each use commercially its reasonable best efforts, and shall cooperate with one another, so as efforts to have the Form S-4 declared effective by the SEC as promptly as practicablepracticable and to keep the Form S-4 effective as long as is necessary to consummate the Mergers and the transactions contemplated hereby. Pride Each of Holdco, QRC, QELP and QMLP shall use commercially its reasonable best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "“Blue Sky" ” permits or approvals required to carry out the transactions contemplated by this Agreement and the parties shall share equally all expenses incident thereto (including all SEC and other filing fees and all printing and mailing expenses associated with the Form S-4 and the Proxy Statement/Prospectus)Agreement. Pride Each Party will advise Marinethe others, promptly after it receives notice thereof, of the time when the Form S-4 has been declared become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Pride shares of Holdco Common Stock issuable in connection with the Marine Merger Mergers for offering or sale in any jurisdiction or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties Parties shall also promptly provide each other party Party copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by this Agreement. Each of the parties Parties shall promptly provide each other party Party with drafts of all correspondence intended to be sent to the SEC in connection with the transactions contemplated by this Agreement and allow each such party Party the opportunity to comment thereon prior to delivery to the SEC. (b) Marine Subject to any delay reasonably necessary to allow QRC or QELP to consider and Pride effect its rights pursuant to Section 8.2, Section 8.3 or Section 8.4 (as applicable) or to avoid violation of Applicable Laws, QRC, QELP and QMLP shall each use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed or otherwise delivered to its shareholders stockholders or unitholders, respectively, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. (c) Each of Marine Holdco, QRC, QELP and Pride QMLP shall furnish all information about itself and its business and operations and all necessary financial information to the others as the others may reasonably request in connection with the preparation of the Proxy Statement/Prospectus and Form S-4. Each of Holdco, QRC, QELP and QMLP shall ensure that the information provided by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings meeting of shareholders stockholders of Marine QRC and Pride the meeting of unitholders of QELP, or, in the case of information provided by it for inclusion or incorporation by reference in the Form S-4 or any amendment or supplement thereto, at the time it the Form S-4 becomes effective, (i) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinmade therein (in the case of the Proxy Statement/Prospectus, in the light of the circumstances under which they were are made, ) not misleading and (ii) will comply as to form in all material respects with the provisions of the Securities Act, the Exchange Act and the Exchange Act. (d) The filing fees payable rules and regulations thereunder. Each of Holdco, QRC, QELP and QMLP agrees to promptly correct any information provided by it for use in the Proxy Statement/Prospectus and Form S-4 if and to the SEC with respect extent that such information shall have become false or misleading in any material respect, and each further agrees to take all steps necessary to amend or supplement the Proxy Statement/Prospectus and Form S-4 and to cause the Proxy Statement/Prospectus and the Form S-4 as amended or any amendment thereto shall supplemented to be paid by Marine filed with the SEC and Pride. Marine and Pride shall each contribute the Proxy Statement/Prospectus to such filing fee expense in proportion be disseminated to the number of shares of Company Common Stock estimated QRC stockholders, QELP unitholders and QMLP unitholders, in each case as and to be issuable as of the date of such filing, on a fully diluted basis, to their respective security holdersextent required by applicable federal and state securities laws.

Registration Statement on Form S-4. (a) Each of Marine Parent and Pride the Company shall cooperate and promptly prepare and Pride and the Company Parent shall file with the SEC as soon as practicable a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, with respect to the Pride Common Stock and Company Common Stock Parent Ordinary Shares issuable in the Mergers upon exercise or conversion of optionsMerger, warrants or convertible securities which following the Mergers will be exercisable for, or convertible into, Company Common Stock. A a portion of the Form S-4 which Registration Statement shall also serve as the joint proxy statement with respect to the respective meetings of the shareholders stockholders of Marine Parent and Pride of the Company in connection with the transactions contemplated by this Agreement (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Marine and Pride Parent shall each use commercially reasonable best efforts, and the Company shall cooperate with one anotherParent, so as to have the Form S-4 declared effective by the SEC as promptly as practicable. Pride Parent shall use commercially reasonable best efforts to obtain, prior to the effective date of the Form S-4, all necessary non-U.S., state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and the parties shall share equally all expenses incident thereto (including all SEC and other filing fees and all printing and mailing expenses associated with the Form S-4 and the Proxy Statement/Prospectus). Pride Parent will advise Marinethe Company, promptly after it receives notice thereof, of the time when the Form S-4 has been declared become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Pride Common Stock Parent Ordinary Shares issuable in connection with the Marine Merger for offering or sale in any jurisdiction or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties shall also promptly provide each other party copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by this Agreement. Each of the parties shall promptly provide each other party with drafts of all correspondence intended to be sent to the SEC in connection with the transactions contemplated by this Agreement and allow each such party the opportunity to comment thereon prior to delivery to the SEC. . (b) Marine Parent and Pride the Company shall each use its best efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. (c) Each of Marine and Pride shall ensure that the information provided by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of shareholders of Marine and Pride or, in the case of information provided by it for inclusion or incorporation by reference in the Form S-4 or any amendment or supplement thereto, at the time it becomes effective, (i) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (d) The filing fees payable to the SEC with respect to the Form S-4 or any amendment thereto shall be paid by Marine and Pride. Marine and Pride shall each contribute to such filing fee expense in proportion to the number of shares of Company Common Stock estimated to be issuable as of the date of such filing, on a fully diluted basis, to their respective security holders.

Registration Statement on Form S-4. (a) Each of Marine Parent and Pride the Company shall cooperate and promptly prepare and Pride and the Company Parent shall file with the SEC as soon as practicable a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, with respect to the Pride Common Stock and Company Common Stock Parent Ordinary Shares issuable in the Mergers upon exercise or conversion of optionsMerger, warrants or convertible securities which following the Mergers will be exercisable for, or convertible into, Company Common Stock. A a portion of the Form S-4 which Registration Statement shall also serve as the joint proxy statement with respect to the respective meetings of the shareholders stockholders of Marine Parent and Pride of the Company in connection with the transactions contemplated by this Agreement (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 S- 4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Marine and Pride Parent shall each use commercially reasonable best efforts, and the Company shall cooperate with one anotherParent, so as to have the Form S-4 declared effective by the SEC as promptly as practicable. Pride Parent shall use commercially reasonable best efforts to obtain, prior to the effective date of the Form S-4, all necessary non-U.S., state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and the parties shall share equally all expenses incident thereto (including all SEC and other filing fees and all printing and mailing expenses associated with the Form S-4 and the Proxy Statement/Prospectus). Pride Parent will advise Marinethe Company, promptly after it receives notice thereof, of the time when the Form S-4 has been declared become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Pride Common Stock Parent Ordinary Shares issuable in connection with the Marine Merger for offering or sale in any jurisdiction or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties shall also promptly provide each other party copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by this Agreement. Each of the parties shall promptly provide each other party with drafts of all correspondence intended to be sent to the SEC in connection with the transactions contemplated by this Agreement and allow each such party the opportunity to comment thereon prior to delivery to the SEC. (ba) Marine Parent and Pride the Company shall each use its best efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. (cb) Each of Marine Parent and Pride the Company shall ensure that the information provided by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of shareholders stockholders of Marine Parent and Pride the Company, or, in the case of information provided by it for inclusion or incorporation by reference in the Form S-4 or any amendment or supplement thereto, at the time it becomes effective, (i) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (d) The filing fees payable to the SEC with respect to the Form S-4 or any amendment thereto shall be paid by Marine and Pride. Marine and Pride shall each contribute to such filing fee expense in proportion to the number of shares of Company Common Stock estimated to be issuable as of the date of such filing, on a fully diluted basis, to their respective security holders.

Registration Statement on Form S-4. (a) Each of Marine Edge and Pride Xxxxxx shall cooperate with each other and promptly prepare prepare, and Pride and the Company Edge, in consultation with Xxxxxx, shall file with the SEC SEC, as soon as practicable practicable, a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, Act with respect to the Pride Common Stock and Company shares of Edge Common Stock issuable in the Mergers upon exercise or conversion of optionsMerger, warrants or convertible securities which following the Mergers will be exercisable for, or convertible into, Company Common Stock. A a portion of the Form S-4 which Registration Statement shall also serve as the joint proxy statement with respect to the respective meetings of the shareholders stockholders of Marine Edge and Pride of Xxxxxx in connection with the transactions contemplated by this Agreement (the "Proxy Statement/Prospectus"). The respective parties parties, in consultation with each other, will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Marine and Pride Edge shall each use its commercially reasonable best efforts, and Xxxxxx shall cooperate with one anotherEdge, so as to have the Form S-4 declared effective by the SEC as promptly as practicable. Pride Edge shall use its commercially reasonable best efforts to obtain, prior to the effective date of the Form S-4, all necessary non-U.S., state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and the parties shall share equally will pay all expenses incident thereto (including all SEC and other filing fees and all printing and mailing expenses associated with the Form S-4 and the Proxy Statement/Prospectus). Pride will Edge shall advise MarineXxxxxx, promptly after it receives notice thereof, of the time when the Form S-4 has been declared 47 become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Pride shares of Edge Common Stock issuable in connection with the Marine Merger for offering or sale in any jurisdiction or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties shall also promptly provide each other party copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by this Agreement. Each of the parties shall promptly provide each other party with drafts of all correspondence intended to be sent to the SEC in connection with the transactions contemplated by this Agreement and allow each such party the opportunity to comment thereon prior to delivery to the SEC. (b) Marine Edge, if a vote of Edge's stockholders is required pursuant to the rules of the Nasdaq, and Pride Xxxxxx shall each use its commercially reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. (c) Each of Marine Edge and Pride Xxxxxx shall ensure that the information provided by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of shareholders stockholders of Marine Edge and Pride Xxxxxx, or, in the case of information provided by it for inclusion or incorporation by reference in the Form S-4 or any amendment or supplement thereto, at the time it becomes effective, (i) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (d) The filing fees payable to the SEC with respect to the Form S-4 or any amendment thereto shall be paid by Marine and Pride. Marine and Pride shall each contribute to such filing fee expense in proportion to the number of shares of Company Common Stock estimated to be issuable as of the date of such filing, on a fully diluted basis, to their respective security holders.

Registration Statement on Form S-4. (a) Each of Marine Edge and Pride Xxxxxx shall cooperate with each other and promptly prepare prepare, and Pride and the Company Edge, in consultation with Xxxxxx, shall file with the SEC SEC, as soon as practicable practicable, a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, Act with respect to the Pride Common Stock and Company shares of Edge Common Stock issuable in the Mergers upon exercise or conversion of optionsMerger, warrants or convertible securities which following the Mergers will be exercisable for, or convertible into, Company Common Stock. A a portion of the Form S-4 which Registration Statement shall also serve as the joint proxy statement with respect to the respective meetings of the shareholders stockholders of Marine Edge and Pride of Xxxxxx in connection with the transactions contemplated by this Agreement (the "Proxy Statement/Prospectus"). The respective parties parties, in consultation with each other, will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Marine and Pride Edge shall each use its commercially reasonable best efforts, and Xxxxxx shall cooperate with one anotherEdge, so as to have the Form S-4 declared effective by the SEC as promptly as practicable. Pride Edge shall use its commercially reasonable best efforts to obtain, prior to the effective date of the Form S-4, all necessary non-U.S., state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and the parties shall share equally will pay all expenses incident thereto (including all SEC and other filing fees and all printing and mailing expenses associated with the Form S-4 and the Proxy Statement/Prospectus). Pride will Edge shall advise MarineXxxxxx, promptly after it receives notice thereof, of the time when the Form S-4 has been declared become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Pride shares of Edge Common Stock issuable in connection with the Marine Merger for offering or sale in any jurisdiction or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties shall also promptly provide each other party copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by this Agreement. Each of the parties shall promptly provide each other party with drafts of all correspondence intended to be sent to the SEC in connection with the transactions contemplated by this Agreement and allow each such party the opportunity to comment thereon prior to delivery to the SEC. (b) Marine Edge, if a vote of Edge's stockholders is required pursuant to the rules of the Nasdaq, and Pride Xxxxxx shall each use its commercially reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. (c) Each of Marine Edge and Pride Xxxxxx shall ensure that the information provided by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of shareholders stockholders of Marine Edge and Pride Xxxxxx, or, in the case of information provided by it for inclusion or incorporation by reference in the Form S-4 or any amendment or supplement thereto, at the time it becomes effective, (i) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (d) The filing fees payable to the SEC with respect to the Form S-4 or any amendment thereto shall be paid by Marine and Pride. Marine and Pride shall each contribute to such filing fee expense in proportion to the number of shares of Company Common Stock estimated to be issuable as of the date of such filing, on a fully diluted basis, to their respective security holders.