Common use of Registration Statement; Other Filings; Board Recommendations Clause in Contracts

Registration Statement; Other Filings; Board Recommendations. As promptly as practicable after the execution of this Agreement, Company and Parent will prepare, and file with the SEC, the Proxy Statement/Prospectus, and Parent will prepare and file with the SEC the S-4 in which the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the S-4, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Proxy Statement/Prospectus and the S-4. Each of Company and Parent will respond to any comments of the SEC, and will use its respective commercially reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Company will cause the Proxy Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after the S-4 is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of Company and Parent will prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign or Blue Sky or related laws relating to the Merger and the transactions contemplated by this Agreement (the "OTHER FILINGS"). Each of Company and Parent will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the S-4, the Proxy Statement/Prospectus or any Other Filing or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the S-4, the Proxy Statement/Prospectus, the Merger or any Other Filing. Each of Company and Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the S-4 or any Other Filing, Company or Parent, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Company, such amendment or supplement.

Registration Statement; Other Filings; Board Recommendations. (a) As promptly as practicable after the execution of this Agreement, TeleCorp and Tritel will cooperate in preparing and will cause the Holding Company and Parent will prepareto, and file with the SECHolding Company shall, the Proxy Statement/Prospectus, and Parent will prepare and file with the SEC the S-4 in Registration Statement, which shall include the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent TeleCorp and Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the S-4, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Proxy Statement/Prospectus and the S-4. Each of Company and Parent Tritel will respond jointly and promptly to any comments of the SEC, and will use its respective commercially reasonable best efforts to cause the Holding Company to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Company TeleCorp and Tritel will cause the Joint Proxy Statement/Prospectus Statement to be mailed to its their respective stockholders at the earliest practicable time after the S-4 is Registration Statement has been declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of Company TeleCorp and Parent Tritel will prepare and file any other filings documents required to be filed by it under the Exchange Act, the Securities Act or any other Federal, state, foreign or Blue Sky or related laws relating to the Merger Mergers and the transactions contemplated by this Agreement (the "OTHER FILINGSOther Filings"). No amendment ------------- or supplement to the Joint Proxy Statement or the Registration Statement will be made by TeleCorp, Tritel or the Holding Company, in the case of the Joint Proxy Statement, without the prior approval of each 100 other party, or, in the case of the Registration Statement, without the prior approval or TeleCorp and Tritel. Each of Company the Holding Company, TeleCorp and Parent Tritel will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the S-4Registration Statement, the Joint Proxy Statement/Prospectus Statement or any Other Filing or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC SEC, or its staff or any other government officials, on the other hand, with respect to the S-4Registration Statement, the Joint Proxy Statement/Prospectus, the Merger Mergers or any Other Filing. Each of Company the Holding Company, TeleCorp and Parent Tritel will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1(a6.3(a) to comply in all material -------------- respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which that is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the S-4 Registration Statement or any Other Filing, Company the Holding Company, TeleCorp, or ParentTritel, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of CompanyTeleCorp or Tritel, such amendment or supplement. Tritel and TeleCorp will cooperate with AT&T and provide AT&T a reasonable opportunity to review and comment on any public statements or filings made with any Governmental Authority; it being understood that the consent of AT&T will not be required as a condition to any such filings. (b) The Joint Proxy Statement will include (x) the unanimous recommendation of the TeleCorp Board of Directors in favor of the adoption and approval of this Agreement and the First Merger (the "TeleCorp Proposals") ------------------ (except that, notwithstanding anything to the contrary contained in this Agreement, the TeleCorp Board may withdraw, modify 101 or refrain from making such recommendation or recommend a Superior Proposal (as defined in Section 6.5 of this Agreement) to the extent that the TeleCorp Board ----------- of Directors determines, in good faith, after consultation with, and based upon the advice of, outside legal counsel, that such action is necessary for the TeleCorp Board of Directors to comply with its fiduciary duties to its stockholders under the DGCL) and (y) the unanimous recommendation of the Tritel Board of Directors in favor of the adoption and approval of this Agreement and the Second Merger (the "Tritel Proposals") (except that, notwithstanding ---------------- anything to the contrary contained in this Agreement, the Tritel Board of Directors may withdraw, modify or refrain from making such recommendation or recommend a Superior Proposal to the extent that the Tritel Board of Directors determines, in good faith, after consultation with, and based upon the advice of, outside legal counsel, that such action is necessary for the Tritel Board of Directors to comply with its fiduciary duties to its stockholders under the DGCL).

Registration Statement; Other Filings; Board Recommendations. (a) As promptly as practicable after the execution of this Agreement, Company TeleCorp and Parent AWS will prepare, cooperate in preparing and file with the SEC, the Proxy Statement/Prospectus, and Parent will prepare and file with the SEC the S-4 in Registration Statement, which shall include the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent TeleCorp and Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the S-4, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Proxy Statement/Prospectus and the S-4. Each of Company and Parent AWS will respond jointly and promptly to any comments of the SEC, and will use its respective commercially all reasonable efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Company TeleCorp will cause the Proxy Statement/Prospectus Statement to be mailed to its stockholders at the earliest practicable time after the S-4 is Registration Statement has been declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of Company TeleCorp and Parent AWS will prepare and file any other filings documents required to be filed by it under the Exchange Act, the Securities Act or any other Federal, state, foreign or Blue Sky or related laws relating to the Merger and the transactions contemplated by this Agreement (the "OTHER FILINGSOther Filings"). No amendment or supplement to the Proxy Statement or the Registration Statement will be made by TeleCorp or AWS, without the prior approval of the other party except as required by Law, and then only to the extent necessary. Each of Company TeleCorp and Parent AWS will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the S-4Registration Statement, the Proxy Statement/Prospectus Statement or any Other Filing or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC SEC, or its staff or any other government officials, on the other hand, with respect to the S-4Registration Statement, the Proxy Statement/Prospectus, the Merger or any Other Filing. Each of Company TeleCorp and Parent AWS will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1(a4.3(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which that is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the S-4 Registration Statement or any Other Filing, Company TeleCorp or ParentAWS, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of CompanyTeleCorp, such amendment or supplement. (b) The Directors' Recommendations shall be included in the Proxy Statement, except that the TeleCorp Board may, to the extent required, withdraw or modify in a manner adverse to AWS such recommendation only if the TeleCorp Board of Directors determines, in good faith, after consultation with, outside legal counsel, that such action is required in order for the TeleCorp directors to comply with their fiduciary duties to its stockholders under applicable law.

Registration Statement; Other Filings; Board Recommendations. (i) As promptly as practicable after the execution of this Agreement, the Company and Parent will prepare, cooperate in preparing and will file with the SECCommission the Registration Statement, which shall include the Proxy Statement/Prospectus, and Parent will prepare and file with the SEC the S-4 in which the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the S-4, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Proxy Statement/Prospectus and the S-4. Each of Company and Parent will respond jointly and promptly to any comments of the SECCommission, and will use its respective commercially all reasonable efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and the Company will cause the Proxy Statement/Prospectus Statement to be mailed to its stockholders the Company Stockholders at the earliest practicable time after the S-4 is Registration Statement has been declared effective by the SECCommission. As promptly as practicable after the date of this Agreement, each of the Company and Parent will prepare and file any other filings documents required to be filed by it under the Exchange Act, the Securities Act or any other Federalfederal, state, foreign or Blue Sky or related laws relating to the Merger and the transactions contemplated by this Agreement (the "OTHER FILINGSOther Filings"). No amendment or supplement to the Proxy Statement or the Registration Statement will be made by the Company or Parent, without the prior approval of the other party except as required by Applicable Laws, and then only to the extent necessary. Each of the Company and Parent will notify the other promptly upon the receipt of any comments from the SEC Commission or its staff or any other government officials and of any request by the SEC Commission or its staff or any other government officials for amendments or supplements to the S-4Registration Statement, the Proxy Statement/Prospectus Statement or any Other Filing Filings or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC Commission, or its staff or any other government officials, on the other hand, with respect to the S-4Registration Statement, the Proxy Statement/Prospectus, the Merger or any Other Filing. Each of Company and Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which that is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the S-4 Registration Statement or any Other Filing, the Company or Parent, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC Commission or its staff or any other government officialsGovernmental Authority, and/or mailing to stockholders of Companythe Company Stockholders, such amendment or supplement. (ii) The Company Board Recommendation shall be included in the Proxy Statement, except that the Board of Directors of the Company may withdraw or modify in a manner adverse to Parent such recommendation only if the Board of Directors of the Company determines, in good faith, after consultation with outside legal counsel, that such action is required in order for the directors of the Company to comply with their fiduciary duties to those Persons to whom the Board of Directors of the Company owes fiduciary duties under Applicable Laws.

Registration Statement; Other Filings; Board Recommendations. As promptly as practicable after the execution of this Agreement, the Company and Parent will shall prepare, and file with the SEC, the Proxy Statement/Prospectus, and Parent will shall prepare and file with the SEC the S-4 in which the Proxy Statement/Prospectus will shall be included as a prospectus. Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the S-4, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Proxy Statement/Prospectus and the S-4. Each of the Company and Parent will shall respond to any comments of the SEC, and will shall use its respective commercially reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and the Company will shall cause the Proxy Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after the S-4 is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of the Company and Parent will shall prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign or Blue Sky or related laws relating to the Merger and the transactions contemplated by this Agreement (the "OTHER FILINGS"). Each of the Company and Parent will shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the S-4, the Proxy Statement/Prospectus or any Other Filing or for additional information and will shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the S-4, the Proxy Statement/Prospectus, the Merger or any Other Filing. Each of the Company and Parent will shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section SECTION 5.1(a) to comply in all -36- material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the S-4 or any Other Filing, the Company or Parent, as the case may be, will shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement.

Registration Statement; Other Filings; Board Recommendations. (i) As promptly as practicable after the execution of this Agreement, the Company and Parent will prepare, cooperate in preparing and will file with the SECCommission the Registration Statement, which shall include the Proxy Statement/Prospectus, and Parent will prepare and file with the SEC the S-4 in which the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the S-4, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Proxy Statement/Prospectus and the S-4. Each of Company and Parent will respond jointly and promptly to any comments of the SECCommission, and will use its respective commercially all reasonable efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and the Company will cause the Proxy Statement/Prospectus Statement to be mailed to its stockholders the Company Stockholders at the earliest practicable time after the S-4 is Registration Statement has been declared effective by the SECCommission. As promptly as practicable after the date of this Agreement, each of the Company and Parent will prepare and file any other filings documents required to be filed by it under the Exchange Act, the Securities Act or any other Federalfederal, state, foreign or Blue Sky or related laws relating to the Merger and the transactions contemplated by this Agreement (the "OTHER FILINGS"). No amendment or supplement to the Proxy Statement or the Registration Statement will be made by the Company or Parent, without the prior approval of the other party except as required by Applicable Laws, and then only to the extent necessary. Each of the Company and Parent will notify the other promptly upon the receipt of any comments from the SEC Commission or its staff or any other government officials and of any request by the SEC Commission or its staff or any other government officials for amendments or supplements to the S-4Registration Statement, the Proxy Statement/Prospectus Statement or any Other Filing Filings or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC Commission, or its staff or any other government officials, on the other hand, with respect to the S-4Registration Statement, the Proxy Statement/Prospectus, the Merger or any Other Filing. Each of Company and Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which that is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the S-4 Registration Statement or any Other Filing, the Company or Parent, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC Commission or its staff or any other government officialsGovernmental Authority, and/or mailing to stockholders of Companythe Company Stockholders, such amendment or supplement. (ii) The Company Board Recommendation shall be included in the Proxy Statement, except that the Board of Directors of the Company may withdraw or modify in a manner adverse to Parent such recommendation only if the Board of Directors of the Company determines, in good faith, after consultation with outside legal counsel, that such action is required in order for the directors of the Company to comply with their fiduciary duties to those Persons to whom the Board of Directors of the Company owes fiduciary duties under Applicable Laws.

Registration Statement; Other Filings; Board Recommendations. As promptly as practicable after the execution of this Agreement, Company SPI and Parent SG will prepare, cooperate to prepare and file with the SEC, the Proxy Statement/Prospectus, and Parent will prepare and file with the SEC the S-4 Registration Statement in which the Proxy Statement/Prospectus Statement will be included as a prospectus. Each of Parent SPI and Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the S-4, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Proxy Statement/Prospectus and the S-4. Each of Company and Parent SG will respond to any comments of the SEC, and will use its respective commercially reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, filing and Company will cause the Proxy Statement/Prospectus Statement to be mailed to its the SPI stockholders at the earliest practicable time after the S-4 is declared effective by the SECtime. As promptly as practicable after the date of this Agreement, each of Company SPI and Parent SG will cooperate to prepare and file any other filings required to be filed by it under the Exchange Act, Act and the Securities Act or any other Federal, foreign or Blue Sky or related laws relating to the Merger and the transactions contemplated by this Agreement (the "OTHER FILINGS"). Each of Company SPI and Parent SG will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the S-4Registration Statement, the Proxy Statement/Prospectus Statement or any Other Filing or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC SEC, or its staff or any other government officials, on the other hand, with respect to the S-4Registration Statement, the Proxy Statement/Prospectus, the Merger or any Other Filing. Each of Company The Proxy Statement, the Registration Statement and Parent the Other Filings will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the S-4 Registration Statement or any Other Filing, Company SPI or ParentSG, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of CompanySPI, such amendment or supplement.

Registration Statement; Other Filings; Board Recommendations. (a) As promptly as practicable after the execution of this Agreement, TeleCorp and Tritel will cooperate in preparing and will cause the Holding Company and Parent will prepareto, and file with the SECHolding Company shall, the Proxy Statement/Prospectus, and Parent will prepare and file with the SEC the S-4 in Registration Statement, which shall include the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent TeleCorp and Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the S-4, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Proxy Statement/Prospectus and the S-4. Each of Company and Parent Tritel will respond jointly and promptly to any comments of the SEC, and will use its respective commercially reasonable best efforts to cause the Holding Company to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Company TeleCorp and Tritel will cause the Joint Proxy Statement/Prospectus Statement to be mailed to its their respective stockholders at the earliest practicable time after the S-4 is Registration Statement has been declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of Company TeleCorp and Parent Tritel will prepare and file any other filings documents required to be filed by it under the Exchange Act, the Securities Act or any other Federal, state, foreign or Blue Sky or related laws relating to the Merger Mergers and the transactions contemplated by this Agreement (the "OTHER FILINGSOther Filings"). No amendment or supplement to the Joint Proxy Statement or the Registration Statement will be made by TeleCorp, Tritel or the Holding Company, in the case of the Joint Proxy Statement, without the prior approval of each other party, or, in the case of the Registration Statement, without the prior approval or TeleCorp and Tritel. Each of Company the Holding Company, TeleCorp and Parent Tritel will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the S-4Registration Statement, the Joint Proxy Statement/Prospectus Statement or any Other Filing or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC SEC, or its staff or any other government officials, on the other hand, with respect to the S-4Registration Statement, the Joint Proxy Statement/Prospectus, the Merger Mergers or any Other Filing. Each of Company the Holding Company, TeleCorp and Parent Tritel will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1(a6.3(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which that is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the S-4 Registration Statement or any Other Filing, Company the Holding Company, TeleCorp, or ParentTritel, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of CompanyTeleCorp or Tritel, such amendment or supplement. Tritel and TeleCorp will cooperate with AT&T and provide AT&T a reasonable opportunity to review and comment on any public statements or filings made with any Governmental Authority; it being understood that the consent of AT&T will not be required as a condition to any such filings. (b) The Joint Proxy Statement will include (x) the unanimous recommendation of the TeleCorp Board of Directors in favor of the adoption and approval of this Agreement and the First Merger (the "TeleCorp Proposals") (except that, notwithstanding anything to the contrary contained in this Agreement, the TeleCorp Board may withdraw, modify or refrain from making such recommendation or recommend a Superior Proposal (as defined in Section 6.5 of this Agreement) to the extent that the TeleCorp Board of Directors determines, in good faith, after consultation with, and based upon the advice of, outside legal counsel, that such action is necessary for the TeleCorp Board of Directors to comply with its fiduciary duties to its stockholders under the DGCL) and (y) the unanimous recommendation of the Tritel Board of Directors in favor of the adoption and approval of this Agreement and the Second Merger (the "Tritel Proposals") (except that, notwithstanding anything to the contrary contained in this Agreement, the Tritel Board of Directors may withdraw, modify or refrain from making such recommendation or recommend a Superior Proposal to the extent that the Tritel Board of Directors determines, in good faith, after consultation with, and based upon the advice of, outside legal counsel, that such action is necessary for the Tritel Board of Directors to comply with its fiduciary duties to its stockholders under the DGCL).

Registration Statement; Other Filings; Board Recommendations. (a) As promptly as practicable after the execution of this Agreement, Company OrCAD and Parent Summit will prepare, and file with the SEC, the Proxy Statement/Prospectus, Statement and Parent Summit will prepare and file with the SEC the S-4 Registration Statement in which the Proxy Statement/Prospectus Statement will be included as a prospectus. Each of Parent OrCAD and Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the S-4, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Proxy Statement/Prospectus and the S-4. Each of Company and Parent Summit will respond to any comments of the SEC, and will use its respective commercially reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, filing and Company will cause the Proxy Statement/Prospectus Statement to be mailed to its their respective stockholders at the earliest practicable time after the S-4 is being declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of Company OrCAD and Parent Summit will prepare and file any other filings documents required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign or Blue Sky or related laws relating to the Merger and the transactions contemplated by this Agreement (the "OTHER FILINGS"). Each of Company OrCAD and Parent Summit will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the S-4Registration Statement, the Proxy Statement/Prospectus Statement or any Other Filing or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC SEC, or its staff or any other government officials, on the other hand, with respect to the S-4Registration Statement, the Proxy Statement/Prospectus, the Merger or any Other Filing. Each of Company OrCAD and Parent Summit will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which that is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the S-4 Registration Statement or any Other Filing, Company OrCAD or ParentSummit, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of CompanyOrCAD or Summit, such amendment or supplement. (b) The Proxy Statement will include the recommendation of the OrCAD Board in favor of adoption and approval of this Agreement and approval of the Merger (except that notwithstanding anything to the contrary contained in this Agreement, the OrCAD Board may withdraw, modify or refrain from making such recommendation to the extent that the OrCAD Board determines, in good faith, after consultation with outside legal counsel, that compliance with the OrCAD Board's fiduciary duties under applicable law would require it to do so). In addition, the Proxy Statement will include the recommendation of the Summit Board in favor of the issuance of shares of Summit Common Stock by virtue of the Merger (except that notwithstanding anything to the contrary contained in this Agreement, the Summit Board may withdraw, modify or refrain from making such recommendation to the extent that the Summit Board determines, in good faith, after consultation with outside legal counsel, that compliance with the Summit Board's fiduciary duties under applicable law would require it to do so).

Registration Statement; Other Filings; Board Recommendations. As promptly as practicable after the execution of this Agreement, Company VFI and Parent HP will prepare, and file with the SEC, the Proxy Statement/Prospectus, Statement and Parent HP will prepare and file with the SEC the S-4 Registration Statement in which the Proxy Statement/Prospectus Statement will be included as a prospectus. Each of Parent VFI and Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the S-4, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Proxy Statement/Prospectus and the S-4. Each of Company and Parent HP will respond to any comments of the SEC, and will use its respective commercially reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filingfiling and, to the extent that presenting this Agreement and Company the Merger to VFI's stockholders for their approval and adoption would not violate applicable law, VFI will cause the Proxy Statement/Prospectus Statement to be mailed to its the VFI stockholders at the earliest practicable time after the S-4 Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of Company VFI and Parent HP will prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign or Blue Sky or related laws relating to the Merger and the transactions contemplated by this Agreement (the "OTHER FILINGS"). Each of Company VFI and Parent HP will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the S-4Registration Statement, the Proxy Statement/Prospectus Statement or any Other Filing or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC SEC, or its staff or any other government officials, on the other hand, with respect to the S-4Registration Statement, the Proxy Statement/Prospectus, the Merger or any Other Filing. Each of Company VFI and Parent HP will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever VFI or HP obtains knowledge of the occurrence of any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the S-4 Registration Statement or any Other Filing, Company VFI or ParentHP, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of CompanyVFI, such amendment or supplement.

Registration Statement; Other Filings; Board Recommendations. As promptly as practicable after the execution of this Agreement, Company OrCAD and Parent Summit will prepare, and file with the SEC, the Proxy Statement/Prospectus, Statement and Parent Summit will prepare and file with the SEC the S-4 Registration Statement in which the Proxy Statement/Prospectus Statement will be included as a prospectus. Each of Parent OrCAD and Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the S-4, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Proxy Statement/Prospectus and the S-4. Each of Company and Parent Summit will respond to any comments of the SEC, and will use its respective commercially reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, filing and Company will cause the Proxy Statement/Prospectus Statement to be mailed to its their respective stockholders at the earliest practicable time after the S-4 is being declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of Company OrCAD and Parent Summit will prepare and file any other filings documents required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign or Blue Sky or related laws relating to the Merger and the transactions contemplated by this Agreement (the "OTHER FILINGS"). Each of Company OrCAD and Parent Summit will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the S-4Registration Statement, the Proxy Statement/Prospectus Statement or any Other Filing or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC SEC, or its staff or any other government officials, on the other hand, with respect to the S-4Registration Statement, the Proxy Statement/Prospectus, the Merger or any Other Filing. Each of Company OrCAD and Parent Summit will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which that is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the S-4 or any Other Filing, Company or Parent, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Company, such amendment or supplement.33