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

Registration Statement; Other Filings; Board Recommendations. (a) As promptly as practicable after the execution of this Agreement, TeleCorp and AWS will cooperate in preparing and will file with the SEC the Registration Statement, which shall include the Proxy Statement. Each of TeleCorp and AWS will respond jointly and promptly to any comments of the SEC, will use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and TeleCorp will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the Registration Statement has been declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of TeleCorp and AWS will prepare and file any other 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 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 TeleCorp and 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 Registration Statement, the Proxy 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, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any Other Filing. Each of TeleCorp and AWS will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 4.3(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any Other Filing, TeleCorp or AWS, 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 TeleCorp, 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. (a) As promptly as practicable after the execution of this Agreement, TeleCorp and AWS Tritel will cooperate in preparing and will cause the Holding Company to, and the Holding Company shall, file with the SEC the Registration Statement, which shall include the Joint Proxy Statement. Each of TeleCorp and AWS Tritel will respond jointly and promptly to any comments of the SEC, will use all its respective reasonable best efforts to cause the Holding Company to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and TeleCorp and Tritel will cause the Joint Proxy Statement to be mailed to its their respective stockholders at the earliest practicable time after the Registration Statement has been declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of TeleCorp and AWS Tritel will prepare and file any other 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 Filings"). No amendment ------------- or supplement to the Joint Proxy Statement or the Registration Statement will be made by TeleCorp TeleCorp, Tritel or AWSthe Holding Company, in the case of the Joint Proxy Statement, without the prior approval of each 100 other party, or, in the other party except as required by Lawcase of the Registration Statement, without the prior approval or TeleCorp and then only to the extent necessaryTritel. Each of the Holding Company, TeleCorp and AWS 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 Registration Statement, the Joint Proxy 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, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement, the Merger Mergers or any Other Filing. Each of the Holding Company, TeleCorp and AWS Tritel will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 4.3(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 that is required to be set forth in an amendment or supplement to the Joint Proxy Statement, the Registration Statement or any Other Filing, TeleCorp the Holding Company, TeleCorp, or AWSTritel, 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 TeleCorpTeleCorp 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 Directors' Recommendations shall be included Joint Proxy Statement will include (x) the unanimous recommendation of the TeleCorp Board of Directors in favor of the Proxy Statementadoption and approval of this Agreement and the First Merger (the "TeleCorp Proposals") ------------------ (except that, except 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 may----------- 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 required, withdraw or modify in a manner adverse to AWS such recommendation only if that the TeleCorp Tritel Board of Directors determines, in good faith, after consultation with, and based upon the advice of, outside legal counsel, that such action is required in order necessary for the TeleCorp directors Tritel Board of Directors to comply with their its fiduciary duties to its stockholders under applicable lawthe DGCL).

Registration Statement; Other Filings; Board Recommendations. (a) As promptly as practicable after the execution of this Agreement, TeleCorp Company and AWS Parent will cooperate in preparing prepare, and file with the SEC, the Proxy Statement/Prospectus, and Parent will prepare and file with the SEC the Registration Statement, S-4 in which shall include the Proxy Statement/Prospectus will be included as a prospectus. Each of TeleCorp Parent and AWS 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 SEC, and will use all its respective commercially reasonable efforts to have the Registration Statement S-4 declared effective under the Securities Act as promptly as practicable after such filing, and TeleCorp Company will cause the Proxy Statement Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after the Registration Statement has been S-4 is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of TeleCorp Company and AWS Parent will prepare and file any other documents filings 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 TeleCorp Company and AWS 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 Registration StatementS-4, the Proxy Statement 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, SEC or its staff or any other government officials, on the other hand, with respect to the Registration StatementS-4, the Proxy Statement/Prospectus, the Merger or any Other Filing. Each of TeleCorp Company and AWS Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 4.3(a5.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the Registration Statement S-4 or any Other Filing, TeleCorp Company or AWSParent, 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 TeleCorpCompany, 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. (a) As promptly as practicable after the execution of this Agreement, TeleCorp OrCAD and AWS Summit will cooperate in preparing prepare, and file with the SEC, the Proxy Statement and Summit will prepare and file with the SEC the Registration Statement, Statement in which shall include the Proxy StatementStatement will be included as a prospectus. Each of TeleCorp OrCAD and AWS Summit will respond jointly and promptly to any comments of the SEC, will use all its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, filing and TeleCorp will cause the Proxy Statement to be mailed to its their respective stockholders at the earliest practicable time after the Registration Statement has been being declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of TeleCorp OrCAD and AWS Summit will prepare and file any other 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 TeleCorp OrCAD and AWS 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 Registration Statement, the Proxy 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, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any Other Filing. Each of TeleCorp OrCAD and AWS Summit will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 4.3(a5.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any Other Filing, TeleCorp or AWS, 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 TeleCorp, 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.33

Registration Statement; Other Filings; Board Recommendations. (a) As promptly as practicable after the execution of this Agreement, TeleCorp OrCAD and AWS Summit will cooperate in preparing prepare, and file with the SEC, the Proxy Statement and Summit will prepare and file with the SEC the Registration Statement, Statement in which shall include the Proxy StatementStatement will be included as a prospectus. Each of TeleCorp OrCAD and AWS Summit will respond jointly and promptly to any comments of the SEC, will use all its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, filing and TeleCorp will cause the Proxy Statement to be mailed to its their respective stockholders at the earliest practicable time after the Registration Statement has been being declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of TeleCorp OrCAD and AWS Summit will prepare and file any other 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 TeleCorp OrCAD and AWS 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 Registration Statement, the Proxy 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, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any Other Filing. Each of TeleCorp OrCAD and AWS Summit will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 4.3(a5.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any Other Filing, TeleCorp OrCAD or AWSSummit, 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 TeleCorpOrCAD or Summit, such amendment or supplement. (b) The Directors' Recommendations shall be included Proxy Statement will include the recommendation of the OrCAD Board in favor of adoption and approval of this Agreement and approval of the Proxy Statement, Merger (except that notwithstanding anything to the TeleCorp contrary contained in this Agreement, the OrCAD Board maymay withdraw, modify or refrain from making such recommendation to the extent required, withdraw or modify in a manner adverse to AWS such recommendation only if that the TeleCorp OrCAD Board of Directors determines, in good faith, after consultation with, with outside legal counsel, that such action is required in order for compliance with the TeleCorp directors to comply with their OrCAD Board's fiduciary duties to its stockholders under applicable lawlaw 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. (a) As promptly as practicable after the execution of this Agreement, TeleCorp and AWS Tritel will cooperate in preparing and will cause the Holding Company to, and the Holding Company shall, file with the SEC the Registration Statement, which shall include the Joint Proxy Statement. Each of TeleCorp and AWS Tritel will respond jointly and promptly to any comments of the SEC, will use all its respective reasonable best efforts to cause the Holding Company to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and TeleCorp and Tritel will cause the Joint Proxy Statement to be mailed to its their respective stockholders at the earliest practicable time after the Registration Statement has been declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of TeleCorp and AWS Tritel will prepare and file any other 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 Filings"). No amendment or supplement to the Joint Proxy Statement or the Registration Statement will be made by TeleCorp TeleCorp, Tritel or AWSthe Holding Company, in the case of the Joint Proxy Statement, without the prior approval of each other party, or, in the other party except as required by Lawcase of the Registration Statement, without the prior approval or TeleCorp and then only to the extent necessaryTritel. Each of the Holding Company, TeleCorp and AWS 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 Registration Statement, the Joint Proxy 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, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement, the Merger Mergers or any Other Filing. Each of the Holding Company, TeleCorp and AWS Tritel will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 4.3(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 that is required to be set forth in an amendment or supplement to the Joint Proxy Statement, the Registration Statement or any Other Filing, TeleCorp the Holding Company, TeleCorp, or AWSTritel, 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 TeleCorpTeleCorp 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 Directors' Recommendations shall be included in Joint Proxy Statement will include (x) the Proxy Statement, except that unanimous recommendation of the TeleCorp Board mayof 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 required, withdraw or modify in a manner adverse to AWS such recommendation only if 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 required in order necessary for the TeleCorp directors Board of Directors to comply with their its fiduciary duties to its stockholders under applicable lawthe 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, TeleCorp VFI and AWS HP will cooperate in preparing prepare, and file with the SEC, the Proxy Statement and HP will prepare and file with the SEC the Registration Statement, Statement in which shall include the Proxy StatementStatement will be included as a prospectus. Each of TeleCorp VFI and AWS HP will respond jointly and promptly to any comments of the SEC, will use all its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filingfiling and, to the extent that presenting this Agreement and TeleCorp the Merger to VFI's stockholders for their approval and adoption would not violate applicable law, VFI will cause the Proxy Statement to be mailed to its the VFI stockholders at the earliest practicable time after the Registration Statement has been is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of TeleCorp VFI and AWS HP will prepare and file any other documents filings 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 TeleCorp VFI and AWS 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 Registration Statement, the Proxy 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, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any Other Filing. Each of TeleCorp VFI and AWS HP will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 4.3(a5.1(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 that which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any Other Filing, TeleCorp VFI or AWSHP, 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 TeleCorpVFI, 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. (ai) As promptly as practicable after the execution of this Agreement, TeleCorp the Company and AWS Parent will cooperate in preparing and will file with the SEC Commission the Registration Statement, which shall include the Proxy Statement. Each of TeleCorp the Company and AWS Parent will respond jointly and promptly to any comments of the SECCommission, will use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and TeleCorp the Company will cause the Proxy Statement to be mailed to its stockholders the Company Stockholders at the earliest practicable time after the Registration Statement has been declared effective by the SECCommission. As promptly as practicable after the date of this Agreement, each of TeleCorp the Company and AWS Parent will prepare and file any other 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 TeleCorp the Company or AWSParent, without the prior approval of the other party except as required by LawApplicable Laws, and then only to the extent necessary. Each of TeleCorp the Company and AWS 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 Registration Statement, the Proxy 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 SECCommission, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any Other Filing. Each of TeleCorp and AWS will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 4.3(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any Other Filing, TeleCorp the Company or AWSParent, 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 TeleCorpthe Company Stockholders, such amendment or supplement. (bii) The Directors' Recommendations Company Board Recommendation shall be included in the Proxy Statement, except that the TeleCorp Board may, to of Directors of the extent required, Company may withdraw or modify in a manner adverse to AWS Parent such recommendation only if the TeleCorp Board of Directors of the Company determines, in good faith, after consultation with, with outside legal counsel, that such action is required in order for the TeleCorp directors of the Company to comply with their fiduciary duties to its stockholders those Persons to whom the Board of Directors of the Company owes fiduciary duties under applicable lawApplicable Laws.

Registration Statement; Other Filings; Board Recommendations. (a) As promptly as practicable after the execution of this Agreement, TeleCorp SPI and AWS SG will cooperate in preparing to prepare and will file with the SEC SEC, the Registration Statement, Statement in which shall include the Proxy StatementStatement will be included as a prospectus. Each of TeleCorp SPI and AWS SG will respond jointly and promptly to any comments of the SEC, will use all its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, filing and TeleCorp will cause the Proxy Statement to be mailed to its the SPI stockholders at the earliest practicable time after the Registration Statement has been declared effective by the SECtime. As promptly as practicable after the date of this Agreement, each of TeleCorp SPI and AWS SG will cooperate to prepare and file any other documents filings required to be filed by it under the Exchange Act, Act and 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 TeleCorp SPI and AWS 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 Registration Statement, the Proxy 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, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any Other Filing. Each of TeleCorp The Proxy Statement, the Registration Statement and AWS the Other Filings will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 4.3(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any Other Filing, TeleCorp SPI or AWSSG, 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 TeleCorpSPI, 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. (a) As promptly as practicable after the execution of this Agreement, TeleCorp the Company and AWS will cooperate in preparing Parent shall prepare, and will file with the SEC, the Proxy Statement/Prospectus, and Parent shall prepare and file with the SEC the Registration Statement, S-4 in which shall include the Proxy Statement/Prospectus shall be included as a prospectus. Each of TeleCorp Parent and AWS will 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 shall respond jointly and promptly to any comments of the SEC, will and shall use all its respective commercially reasonable efforts to have the Registration Statement S-4 declared effective under the Securities Act as promptly as practicable after such filing, and TeleCorp will the Company shall cause the Proxy Statement Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after the Registration Statement has been S-4 is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of TeleCorp the Company and AWS will Parent shall prepare and file any other documents filings 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 Each of the other party except as required by Law, Company and then only to the extent necessary. Each of TeleCorp and AWS will Parent 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 Registration StatementS-4, the Proxy Statement 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, SEC or its staff or any other government officials, on the other hand, with respect to the Registration StatementS-4, the Proxy Statement/Prospectus, the Merger or any Other Filing. Each of TeleCorp the Company and AWS will Parent shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 4.3(aSECTION 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 that which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the Registration Statement S-4 or any Other Filing, TeleCorp the Company or AWSParent, 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 TeleCorpthe Company, 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. (ai) As promptly as practicable after the execution of this Agreement, TeleCorp the Company and AWS Parent will cooperate in preparing and will file with the SEC Commission the Registration Statement, which shall include the Proxy Statement. Each of TeleCorp the Company and AWS Parent will respond jointly and promptly to any comments of the SECCommission, will use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and TeleCorp the Company will cause the Proxy Statement to be mailed to its stockholders the Company Stockholders at the earliest practicable time after the Registration Statement has been declared effective by the SECCommission. As promptly as practicable after the date of this Agreement, each of TeleCorp the Company and AWS Parent will prepare and file any other 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 TeleCorp the Company or AWSParent, without the prior approval of the other party except as required by LawApplicable Laws, and then only to the extent necessary. Each of TeleCorp the Company and AWS 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 Registration Statement, the Proxy 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 SECCommission, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any Other Filing. Each of TeleCorp and AWS will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 4.3(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any Other Filing, TeleCorp the Company or AWSParent, 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 TeleCorpthe Company Stockholders, such amendment or supplement. (bii) The Directors' Recommendations Company Board Recommendation shall be included in the Proxy Statement, except that the TeleCorp Board may, to of Directors of the extent required, Company may withdraw or modify in a manner adverse to AWS Parent such recommendation only if the TeleCorp Board of Directors of the Company determines, in good faith, after consultation with, with outside legal counsel, that such action is required in order for the TeleCorp directors of the Company to comply with their fiduciary duties to its stockholders those Persons to whom the Board of Directors of the Company owes fiduciary duties under applicable lawApplicable Laws.