Common use of Registration Statement; Prospectus/Proxy Statement Clause in Contracts

Registration Statement; Prospectus/Proxy Statement. Agribrands, Ralcorp and Holding Company shall cooperate and promptly prepare and Holding Company shall file with the SEC as soon as practicable a Registration Statement on Form S-4 or other applicable form (the "Form S-4") -------- under the Securities Act, with respect to Holding Company Common Stock issuable in the Mergers, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting (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. Holding Company shall use all reasonable efforts, and Agribrands and Ralcorp will cooperate with Holding Company, to have the Form S-4 declared effective by the SEC as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Holding Company shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Form S-4 to Agribrands and Ralcorp and advise Agribrands and Ralcorp of any verbal comments with respect to the Form S-4 received from the SEC. Holding Company shall use its 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 will pay all expenses incident thereto. Holding Company agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, 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; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by Holding Company in reliance upon and in conformity with written information concerning Agribrands and/or Ralcorp furnished to Holding Company by Agribrands and/or Ralcorp specifically for use in the Proxy Statement/Prospectus. Agribrands and Ralcorp agree that the written information provided by them for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in the case of written information concerning either Agribrands or Ralcorp for inclusion in the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes effective, 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. No amendment or supplement to the Proxy Statement/Prospectus will be made by Holding Company without the approval of Agribrands and Ralcorp. Holding Company will advise Agribrands and Ralcorp, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Holding Company Common Stock issuable in connection with the 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. Whenever any event or condition affecting Agribrands or Ralcorp occurs that is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, such party will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and in mailing to shareholders of Agribrands and Ralcorp, such amendment or supplement.

Registration Statement; Prospectus/Proxy Statement. Agribrands(a) As promptly as practicable after the date of this Agreement, Ralcorp Parent and Holding the Company shall cooperate and promptly prepare and Holding Company shall file cause to be filed with the SEC the Prospectus/Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Prospectus/Proxy Statement will be included as soon a prospectus. provided, however, that notwithstanding anything to the contrary contained in this Section 5.1(a), if (and to the extent) Parent so elects: (i) the Proxy Statement Prospectus shall initially be filed with the SEC on a confidential basis as practicable a proxy statement of Parent under the Securities Act); (ii) until such time as Parent has determined that it is reasonably likely that the SEC will promptly declare the Form S-4 Registration Statement on Form S-4 or other applicable form (the "Form S-4") -------- effective under the Securities Act, with respect to Holding Company Common Stock issuable in the Mergers, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting (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. Holding Company shall use all reasonable efforts, and Agribrands and Ralcorp will cooperate with Holding Company, to have the Form S-4 declared effective by the SEC as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Holding Company shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Form S-4 to Agribrands and Ralcorp and advise Agribrands and Ralcorp of any verbal comments with respect to the Form S-4 received from the SEC. Holding Company shall use its 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 will pay all expenses incident thereto. Holding Company agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, 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; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by Holding Company in reliance upon and in conformity with written information concerning Agribrands and/or Ralcorp furnished to Holding Company by Agribrands and/or Ralcorp specifically for use in the Proxy Statement/Prospectus. Agribrands and Ralcorp agree that the written information provided by them for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in the case of written information concerning either Agribrands or Ralcorp for inclusion in the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes effective, 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. No amendment or supplement amendments to the Proxy Statement/Prospectus will shall be made by Holding Company without filed with the approval of Agribrands and Ralcorp. Holding Company will advise Agribrands and Ralcorp, promptly after it receives notice thereof, SEC on a confidential basis as amendments to the proxy statement of the time when Company under Section 14 of the Exchange Act; and (iii) Parent shall not be obligated to file the Form S-4 Registration Statement with the SEC until such time as Parent has become determined that it is reasonably likely that the SEC will promptly declare the Form S- 4 Registration Statement effective or under the Securities Act. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Prospectus/Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any supplement or amendment has been filed, the issuance of any stop order, the suspension comments of the qualification of SEC or its staff and to have the Holding Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. The Company Common Stock issuable will use all reasonable efforts to cause the Prospectus/Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Mergers for offering or sale in any jurisdictionAcquired Corporations occurs, or if the Company becomes aware of 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. Whenever any event or condition affecting Agribrands or Ralcorp occurs , that is required to should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Prospectus/Proxy Statement/Prospectus, such party will then the Company shall promptly inform the other of such occurrence Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC or its staff or any other government officialsand, and if appropriate, in mailing to shareholders of Agribrands and Ralcorp, such amendment or supplementsupplement to the stockholders of the Company.

Registration Statement; Prospectus/Proxy Statement. Agribrands(a) As promptly as practicable after the date of this Agreement, Ralcorp and Holding in no event later than 45 days after the date hereof, Parent and the Company shall cooperate and promptly will prepare and Holding Company shall file cause to be filed with the SEC as soon as practicable a Registration the Prospectus/Proxy Statement on Form S-4 or other applicable form (the "Form S-4") -------- under the Securities Act, with respect and Parent will prepare and cause to Holding Company Common Stock issuable in the Mergers, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting (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 be filed with the applicable provisions of SEC the Securities Act, the Exchange Act and the rules and regulations thereunder. Holding Company shall use all reasonable efforts, and Agribrands and Ralcorp will cooperate with Holding Company, to have the Form S-4 declared effective by the SEC as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Holding Company shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Form S-4 to Agribrands and Ralcorp and advise Agribrands and Ralcorp of any verbal comments with respect to the Form S-4 received from the SEC. Holding Company shall use its 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 will pay all expenses incident thereto. Holding Company agrees that the Proxy Registration Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in which the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, Prospectus/Proxy Statement will not include an untrue statement of be included as 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 misleadingprospectus; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by Holding Company in reliance upon and in conformity with written information concerning Agribrands and/or Ralcorp furnished to Holding Company by Agribrands and/or Ralcorp specifically for use in the Prospectus/Proxy Statement/Prospectus. Agribrands and Ralcorp agree that the written information provided by them for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in the case of written information concerning either Agribrands or Ralcorp for inclusion in the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes effective, 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. No amendment or supplement to the Proxy Statement/Prospectus will be made by Holding Company without the approval of Agribrands and Ralcorp. Holding Company will advise Agribrands and Ralcorp, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Holding Company Common Stock issuable in connection with the 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. Whenever any event or condition affecting Agribrands or Ralcorp occurs that Statement is required to include pro forma financial statements that take into account the Company’s equity interest in Clearwire, and the information required in order to prepare such pro forma financial statements is not reasonably available within such 45-day period, such 45-day deadline will be set forth in an amendment or supplement extended to the extent reasonably necessary to receive and include such pro forma financial statements. Prior to the filing of the Prospectus/Proxy Statement and the Registration Statement/Prospectus, such party each of Parent and the Company will promptly inform give the other a reasonable opportunity to review and comment on such documents in advance of such occurrence filing and cooperate will consider in filing good faith the comments reasonably proposed by the other. Each of Parent and the Company will use its commercially reasonable efforts to cause the Registration Statement and the Prospectus/Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff or any other government officials, and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. The Company will cause the Prospectus/Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable (and in mailing any event within five Business Days) after the Registration Statement is declared effective under the Securities Act. The Company will promptly furnish to shareholders of Agribrands Parent all information concerning the Acquired Corporations and Ralcorp, such amendment the Company’s stockholders that may be required or supplementreasonably requested in connection with any action contemplated by this Section 5.4.

Registration Statement; Prospectus/Proxy Statement. Agribrands(a) As promptly as practicable after the date of this Agreement, Ralcorp Parent and Holding the Company shall cooperate and promptly prepare and Holding Company shall file cause to be filed with the SEC as soon as practicable a Registration the Prospectus/Proxy Statement on Form S-4 or other applicable form (and Parent shall prepare and cause to be filed with the "Form S-4") -------- under the Securities Act, with respect to Holding Company Common Stock issuable in the Mergers, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting (the "Proxy Statement/Prospectus"). The respective -------------------------- parties will cause the Proxy Statement/Prospectus and SEC 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. Holding Company shall use all reasonable efforts, and Agribrands and Ralcorp will cooperate with Holding Company, to have the Form S-4 declared effective by the SEC as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Holding Company shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Form S-4 to Agribrands and Ralcorp and advise Agribrands and Ralcorp of any verbal comments with respect to the Form S-4 received from the SEC. Holding Company shall use its 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 will pay all expenses incident thereto. Holding Company agrees that the Proxy Registration Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in which the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, Prospectus/Proxy Statement will not include an untrue statement of be included as 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 misleadingprospectus; provided, however, that the foregoing shall not apply notwithstanding anything to the extent that any such untrue contrary contained in this Section 5.1(a), if (and to the extent) Parent so elects: (i) the Prospectus/Proxy Statement shall initially be filed with the SEC on a confidential basis as a proxy statement of a material fact or omission to state a material fact was made by Holding the Company in reliance upon and in conformity with written information concerning Agribrands and/or Ralcorp furnished to Holding Company by Agribrands and/or Ralcorp specifically for use in under Section 14 of the Proxy Statement/Prospectus. Agribrands and Ralcorp agree Exchange Act; (ii) until such time as Parent has determined that it is reasonably likely that the written information provided by them for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in the case of written information concerning either Agribrands or Ralcorp for inclusion in SEC will promptly declare the Form S-4 Registration Statement effective under the Securities Act, all amendments to the Prospectus/Proxy Statement shall be filed with the SEC on a confidential basis as amendments to the proxy statement of the Company under Section 14 of the Exchange Act; and (iii) Parent shall not be obligated to file the Form S-4 Registration Statement with the SEC until such time as Parent has determined that it is reasonably likely that the SEC will promptly declare the Form S-4 Registration Statement effective under the Securities Act. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Prospectus/Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or any amendment or supplement thereto, at its staff and to have the time Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed or becomes effective, with the SEC. The Company will not include an untrue statement of a material fact or omit use all reasonable efforts to state a material fact required cause the Prospectus/Proxy Statement to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No amendment or supplement mailed to the Proxy Statement/Prospectus will be made by Holding Company without the approval of Agribrands and Ralcorp. Holding Company will advise Agribrands and Ralcorp, Company's stockholders as promptly as practicable after it receives notice thereof, of the time when the Form S-4 has become Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's stockholders that may be required or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Holding Company Common Stock issuable reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Mergers for offering or sale in any jurisdictionAcquired Corporations occurs, or if the Company becomes aware of 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. Whenever any event or condition affecting Agribrands or Ralcorp occurs , that is required to should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Prospectus/Proxy Statement/Prospectus, such party will then the Company shall promptly inform the other of such occurrence Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC or its staff or any other government officialsand, and if appropriate, in mailing to shareholders of Agribrands and Ralcorp, such amendment or supplementsupplement to the stockholders of the Company.

Registration Statement; Prospectus/Proxy Statement. Agribrands, Ralcorp Travelzoo Delaware and Holding Company Travelzoo Bahamas shall cooperate and promptly prepare and Holding Company Travelzoo Delaware shall file with the SEC as soon as practicable a Registration Statement on Form S-4 or other applicable form (the "Form S-4") -------- under the Securities Act, with respect to Holding Company Travelzoo Delaware Common Stock issuable in the MergersMerger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the Agribrands Shareholder Meeting meeting of the Travelzoo Delaware shareholders held for the purpose of approving this Agreement and Ralcorp Shareholder the Merger and the transactions contemplated hereby (the "Travelzoo Delaware Shareholders Meeting") and Travelzoo Bahamas Shareholders Meeting (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. Holding Company shall use all reasonable efforts, Travelzoo Delaware and Agribrands and Ralcorp Travelzoo Bahamas will cooperate with Holding Company, to have the Form S-4 declared effective by the SEC as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the MergersMerger. Holding Company shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Form S-4 to Agribrands and Ralcorp and advise Agribrands and Ralcorp of any verbal comments with respect to the Form S-4 received from the SEC. Holding Company Travelzoo Delaware shall use its 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 will pay all expenses incident thereto. Holding Company agrees Travelzoo Delaware shall ensure that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, 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; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by Holding Company Travelzoo Delaware in reliance upon and in conformity with written information concerning Agribrands and/or Ralcorp Travelzoo Bahamas furnished to Holding Company Travelzoo Delaware by Agribrands and/or Ralcorp Travelzoo Bahamas specifically for use in the Proxy Statement/Prospectus. Agribrands Travelzoo Delaware and Ralcorp Travelzoo Bahamas agree that the written information provided by them for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in the case of written information concerning either Agribrands or Ralcorp for inclusion in the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes effective, thereto 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. No amendment or supplement to the Proxy Statement/Prospectus will be made by Holding Company without the approval of Agribrands and Ralcorp. Holding Company will advise Agribrands and Ralcorp, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Holding Company Common Stock issuable in connection with the 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. Whenever any event or condition affecting Agribrands or Ralcorp occurs that is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, such party will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and in mailing to shareholders of Agribrands and Ralcorp, such amendment or supplement.

Registration Statement; Prospectus/Proxy Statement. Agribrands(A) As promptly as practicable after the date of this Agreement, Ralcorp Parent and Holding the Company shall cooperate and promptly prepare and Holding Company shall file cause to be filed with the SEC the Prospectus/Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Prospectus/Proxy Statement will be included as soon a prospectus. PROVIDED, HOWEVER, that notwithstanding anything to the contrary contained in this Section 5.1(a), if (and to the extent) Parent so elects: (i) the Proxy Statement Prospectus shall initially be filed with the SEC on a confidential basis as practicable a proxy statement of Parent under the Securities Act); (ii) until such time as Parent has determined that it is reasonably likely that the SEC will promptly declare the Form S-4 Registration Statement on Form S-4 or other applicable form (the "Form S-4") -------- effective under the Securities Act, with respect to Holding Company Common Stock issuable in the Mergers, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting (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. Holding Company shall use all reasonable efforts, and Agribrands and Ralcorp will cooperate with Holding Company, to have the Form S-4 declared effective by the SEC as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Holding Company shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Form S-4 to Agribrands and Ralcorp and advise Agribrands and Ralcorp of any verbal comments with respect to the Form S-4 received from the SEC. Holding Company shall use its 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 will pay all expenses incident thereto. Holding Company agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, 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; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by Holding Company in reliance upon and in conformity with written information concerning Agribrands and/or Ralcorp furnished to Holding Company by Agribrands and/or Ralcorp specifically for use in the Proxy Statement/Prospectus. Agribrands and Ralcorp agree that the written information provided by them for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in the case of written information concerning either Agribrands or Ralcorp for inclusion in the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes effective, 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. No amendment or supplement amendments to the Proxy Statement/Prospectus will shall be made by Holding Company without filed with the approval of Agribrands and Ralcorp. Holding Company will advise Agribrands and Ralcorp, promptly after it receives notice thereof, SEC on a confidential basis as amendments to the proxy statement of the time when Company under Section 14 of the Exchange Act; and (iii) Parent shall not be obligated to file the Form S-4 Registration Statement with the SEC until such time as Parent has become determined that it is reasonably likely that the SEC will promptly declare the Form S-4 Registration Statement effective or under the Securities Act. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Prospectus/Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any supplement or amendment has been filed, the issuance of any stop order, the suspension comments of the qualification of SEC or its staff and to have the Holding Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. The Company Common Stock issuable will use all reasonable efforts to cause the Prospectus/Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Mergers for offering or sale in any jurisdictionAcquired Corporations occurs, or if the Company becomes aware of 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. Whenever any event or condition affecting Agribrands or Ralcorp occurs , that is required to should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Prospectus/Proxy Statement/Prospectus, such party will then the Company shall promptly inform the other of such occurrence Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC or its staff or any other government officialsand, and if appropriate, in mailing to shareholders of Agribrands and Ralcorp, such amendment or supplementsupplement to the stockholders of the Company.

Registration Statement; Prospectus/Proxy Statement. AgribrandsAs promptly as practicable after the date of this Agreement, Ralcorp Parent and Holding Company the Seller shall cooperate and promptly prepare and Holding Company shall file cause to be filed with the SEC as soon as practicable a Registration Statement on Form S-4 or other applicable form (the "Form S-4") -------- under the Securities Act, with respect to Holding Company Common Stock issuable in the Mergers, a portion of which Registration Statement shall also serve as the joint prospectus/proxy statement with respect to the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting Transactions (the "Prospectus/Proxy Statement/Prospectus") and Parent shall prepare and cause to be filed with the SEC a Form S-4 registration statement with respect to the registration of the Stock Consideration (the "Form S-4 Registration Statement"), in which the Prospectus/Proxy Statement will be included as a prospectus. The respective -------------------------- parties will Each of Parent and the Seller shall use all reasonable efforts to cause the Proxy Statement/Prospectus and the Form S-4 Registration Statement and the Prospectus/Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. The Seller will use all reasonable efforts to cause the Prospectus/Proxy Statement to be mailed to the Seller's shareholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Seller shall promptly furnish to Parent all information concerning the Seller Corporations and the Seller's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. The Seller shall ensure that: (1) none of the information supplied or to be supplied by or on behalf of the Seller for inclusion or incorporation by reference in the Form S-4 Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; (2) none of the information supplied or to be supplied by or on behalf of the Seller for inclusion or incorporation by reference in the Prospectus/Proxy Statement will, at the time the Prospectus/Proxy Statement is mailed to the shareholders of the Seller or at the time of the Shareholders' Meeting (or any adjournment or postponement thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (3) the Prospectus/Proxy Statement will 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. Holding Company shall use all reasonable efforts, and Agribrands and Ralcorp will cooperate with Holding Company, to have the Form S-4 declared effective promulgated by the SEC as promptly as practicable and thereunder. If any event relating to keep any of the Form S-4 effective as long as is necessary to consummate Seller Corporations or Parent occurs, or if either the Mergers. Holding Company shall, as promptly as practicable, provide copies Seller or Parent becomes aware of any written comments received from the SEC with respect to the Form S-4 to Agribrands and Ralcorp and advise Agribrands and Ralcorp of any verbal comments with respect to the Form S-4 received from the SEC. Holding Company shall use its 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 will pay all expenses incident thereto. Holding Company agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, 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; provided, howeverinformation, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by Holding Company in reliance upon and in conformity with written information concerning Agribrands and/or Ralcorp furnished to Holding Company by Agribrands and/or Ralcorp specifically for use in the Proxy Statement/Prospectus. Agribrands and Ralcorp agree that the written information provided by them for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in the case of written information concerning either Agribrands or Ralcorp for inclusion in the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to should be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No amendment or supplement to the Proxy Statement/Prospectus will be made by Holding Company without the approval of Agribrands and Ralcorp. Holding Company will advise Agribrands and Ralcorp, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Holding Company Common Stock issuable in connection with the 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. Whenever any event or condition affecting Agribrands or Ralcorp occurs that is required to be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Prospectus/Proxy Statement/Prospectus, such party will then the Seller or Parent shall promptly inform the other of such occurrence party thereof and the parties shall cooperate with each other in filing such amendment or supplement with the SEC or its staff or any other government officialsand, and if appropriate, in mailing to shareholders of Agribrands and Ralcorp, such amendment or supplementsupplement to the shareholders of Seller.

Registration Statement; Prospectus/Proxy Statement. AgribrandsAs promptly as practicable after the date of this Agreement, Ralcorp Parent and Holding Company the Seller shall cooperate and promptly prepare and Holding Company shall file cause to be filed with the SEC as soon as practicable a Registration Statement on Form S-4 or other applicable form (the "Form S-4") -------- under the Securities Act, with respect to Holding Company Common Stock issuable in the Mergers, a portion of which Registration Statement shall also serve as the joint prospectus/proxy statement with respect to the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting Transactions (the "Prospectus/Proxy Statement/Prospectus") and Parent shall prepare and cause to be filed with the SEC a (or similar) registration statement with respect to the registration of the Stock Consideration (the "Registration Statement"), in which the Prospectus/Proxy Statement will be included as a prospectus. Each of Parent and the Seller shall use all reasonable efforts to cause the Registration Statement and the Prospectus/Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. The respective -------------------------- parties Seller will use all reasonable efforts to cause the Prospectus/Proxy Statement/Prospectus Statement to be mailed to the Seller's shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. The Seller shall promptly furnish to Parent all information concerning the Seller Corporations and the Form S-4 Seller's shareholders that may be required or reasonably requested in connection with any action contemplated hereto. The Seller shall ensure that none of the information supplied or to comply as to form be supplied by or on behalf of the Seller for inclusion or incorporation by reference in all material respects the Registration Statement or in the Prospectus/Proxy statement will, at the time the Registration Statement is filed with the applicable provisions of SEC or at the time it becomes effective under the Securities Act, the Exchange Act and the rules and regulations thereunder. Holding Company shall use all reasonable efforts, and Agribrands and Ralcorp will cooperate with Holding Company, to have the Form S-4 declared effective by the SEC as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Holding Company shall, as promptly as practicable, provide copies of any written comments received from the SEC or with respect to the Form S-4 to Agribrands and Ralcorp and advise Agribrands and Ralcorp of any verbal comments with respect to the Form S-4 received from the SEC. Holding Company shall use its 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 will pay all expenses incident thereto. Holding Company agrees that the Prospectus/Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and Statement at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in mailing thereof to the case Shareholders of the Form S-4 and each amendment Seller or supplement thereto, at the time it is filed or becomes effective, will not include an of the Shareholders' meeting contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by Holding Company in reliance upon and in conformity with written information concerning Agribrands and/or Ralcorp furnished to Holding Company by Agribrands and/or Ralcorp specifically for use in the Proxy Statement/Prospectus. Agribrands and Ralcorp agree that the written information provided by them for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in the case of written information concerning either Agribrands or Ralcorp for inclusion in the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes effective, 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 are made, not misleading. No amendment or supplement If any event relating to the Proxy Statement/Prospectus will be made by Holding Company without the approval of Agribrands and Ralcorp. Holding Company will advise Agribrands and Ralcorp, promptly after it receives notice thereof, any of the time when Seller Corporations or Parent occurs, or if either the Form S-4 has become effective Seller or any supplement or amendment has been filed, the issuance Parent becomes aware of any stop orderinformation, the suspension of the qualification of the Holding Company Common Stock issuable in connection with the 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. Whenever any event or condition affecting Agribrands or Ralcorp occurs that is required to should be set forth disclosed in an amendment or supplement to the Registration Statement or the Prospectus/Proxy Statement/Prospectus, such party will then the Seller or Parent shall promptly inform the other of such occurrence party thereof and the parties shall cooperate with each other in filing such amendment or supplement with the SEC or its staff or any other government officialsand, and if appropriate, in mailing to shareholders of Agribrands and Ralcorp, such amendment or supplementsupplement to the shareholders of Seller.

Registration Statement; Prospectus/Proxy Statement. AgribrandsAs promptly as practicable after the date of this Agreement, Ralcorp Parent and Holding the Company shall cooperate and promptly prepare and Holding Company shall file cause to be filed with the SEC as soon as practicable a Registration the Prospectus/Proxy Statement on Form S-4 or other applicable form (and Parent shall prepare and cause to be filed with the "Form S-4") -------- under the Securities Act, with respect to Holding Company Common Stock issuable in the Mergers, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting (the "Proxy Statement/Prospectus"). The respective -------------------------- parties will cause the Proxy Statement/Prospectus and SEC 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. Holding Company shall use all reasonable efforts, and Agribrands and Ralcorp will cooperate with Holding Company, to have the Form S-4 declared effective by the SEC as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Holding Company shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Form S-4 to Agribrands and Ralcorp and advise Agribrands and Ralcorp of any verbal comments with respect to the Form S-4 received from the SEC. Holding Company shall use its 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 will pay all expenses incident thereto. Holding Company agrees that the Proxy Registration Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in which the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, Prospectus/Proxy Statement will not include an untrue statement of be included as 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 misleadingprospectus; provided, however, that the foregoing shall not apply notwithstanding anything to the extent that any such untrue contrary contained in this Section 5.1(a), if (and to the extent) Parent so elects: (i) the Prospectus/Proxy Statement shall initially be filed with the SEC on a confidential basis as a proxy statement of a material fact or omission to state a material fact was made by Holding the Company in reliance upon and in conformity with written information concerning Agribrands and/or Ralcorp furnished to Holding Company by Agribrands and/or Ralcorp specifically for use in under Section 14 of the Proxy Statement/Prospectus. Agribrands and Ralcorp agree Exchange Act; (ii) until such time as Parent has determined that it is reasonably likely that the written information provided by them for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in the case of written information concerning either Agribrands or Ralcorp for inclusion in SEC will promptly declare the Form S-4 Registration Statement effective under the Securities Act, all amendments to the Prospectus/Proxy Statement shall be filed with the SEC on a confidential basis as amendments to the proxy statement of the Company under Section 14 of the Exchange Act; and (iii) Parent shall not be obligated to file the Form S-4 Registration Statement with the SEC until such time as Parent has determined that it is reasonably likely that the SEC will promptly declare the Form S-4 Registration Statement effective under the Securities Act. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Prospectus/Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or any amendment or supplement thereto, at its staff and to have the time Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed or becomes effective, with the SEC. The Company will not include an untrue statement of a material fact or omit use all reasonable efforts to state a material fact required cause the Prospectus/Proxy Statement to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No amendment or supplement mailed to the Proxy Statement/Prospectus will be made by Holding Company without the approval of Agribrands and Ralcorp. Holding Company will advise Agribrands and Ralcorp, Company's stockholders as promptly as practicable after it receives notice thereof, of the time when the Form S-4 has become Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's stockholders that may be required or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Holding Company Common Stock issuable reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Mergers for offering or sale in any jurisdictionAcquired Corporations occurs, or if the Company becomes aware of 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. Whenever any event or condition affecting Agribrands or Ralcorp occurs , that is required to should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Prospectus/Proxy Statement/Prospectus, such party will then the Company shall promptly inform the other of such occurrence Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC or its staff or any other government officialsand, and if appropriate, in mailing to shareholders of Agribrands and Ralcorp, such amendment or supplementsupplement to the stockholders of the Company. Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Prospectus/Proxy Statement. AgribrandsAs promptly as practicable after the date of this Agreement, Ralcorp Parent and Holding the Company shall cooperate and promptly prepare and Holding Company shall file cause to be filed with the SEC as soon as practicable a Registration Statement on Form S-4 or other applicable form (the "Form S-4") -------- under the Securities Act, with respect to Holding Company Common Stock issuable in the Mergers, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting (the "Prospectus/Proxy Statement/Prospectus"). The respective -------------------------- parties will , and Parent shall prepare and cause to be filed with the Proxy Statement/Prospectus and SEC the Form S-4 Registration Statement, in which the Prospectus/Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use commercially reasonable efforts to cause the Form S-4 Registration Statement and the Prospectus/Proxy Statement 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. Holding Company shall use all reasonable effortspromulgated by the SEC, to respond promptly to any comments of the SEC or its staff and Agribrands and Ralcorp will cooperate with Holding Company, to have the Form S-4 Registration Statement declared effective by under the SEC Securities Act as promptly as practicable and after it is filed with the SEC. The Company will use commercially reasonable efforts to keep cause the Prospectus/Proxy Statement to be mailed to its stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective as long as is necessary to consummate under the MergersSecurities Act. Holding Parent and the Company shall, as shall promptly as practicable, provide copies of any written comments received from the SEC with respect furnish to the Form S-4 to Agribrands and Ralcorp and advise Agribrands and Ralcorp of other information concerning Parent or the Company or their respective stockholders that may be required or reasonably requested in connection with any verbal comments with respect to the Form S-4 received from the SEC. Holding Company shall use its 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 action contemplated by this Agreement and will pay all expenses incident theretoSection 5.1. Holding Company agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time If any event relating to any of the Agribrands Shareholder Meeting and Ralcorp Shareholder MeetingAcquired Corporations or Parent occurs, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or if either party becomes effective, 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; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by Holding Company in reliance upon and in conformity with written information concerning Agribrands and/or Ralcorp furnished to Holding Company by Agribrands and/or Ralcorp specifically for use in the Proxy Statement/Prospectus. Agribrands and Ralcorp agree that the written information provided by them for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in the case of written information concerning either Agribrands or Ralcorp for inclusion in the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes effective, 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. No amendment or supplement to the Proxy Statement/Prospectus will be made by Holding Company without the approval of Agribrands and Ralcorp. Holding Company will advise Agribrands and Ralcorp, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance aware of any stop order, the suspension of the qualification of the Holding Company Common Stock issuable in connection with the 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. Whenever any event or condition affecting Agribrands or Ralcorp occurs information that is required to should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Prospectus/Proxy Statement/Prospectus, then such party will shall promptly inform the other of such occurrence party thereof and shall cooperate in filing such amendment or supplement with the SEC or its staff or any other government officialsand, and if appropriate, in mailing to shareholders of Agribrands and Ralcorp, such amendment or supplementsupplement to the stockholders of the Company. Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Prospectus/Proxy Statement. Agribrands(a) As promptly as practicable after the date of this Agreement, Ralcorp Parent and Holding the Company shall cooperate and promptly prepare and Holding Company shall file cause to be filed with the SEC as soon as practicable a Registration the Prospectus/Proxy Statement on Form S-4 or other applicable form (and Parent shall prepare and cause to be filed with the "Form S-4") -------- under the Securities Act, with respect to Holding Company Common Stock issuable in the Mergers, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting (the "Proxy Statement/Prospectus"). The respective -------------------------- parties will cause the Proxy Statement/Prospectus and SEC the Form S-4 to comply Registration Statement (in which the Prospectus/Proxy Statement will be included as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Holding Company shall use all reasonable efforts, and Agribrands and Ralcorp will cooperate with Holding Company, to have the Form S-4 declared effective by the SEC as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Holding Company shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Form S-4 to Agribrands and Ralcorp and advise Agribrands and Ralcorp of any verbal comments with respect to the Form S-4 received from the SEC. Holding Company shall use its 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 will pay all expenses incident thereto. Holding Company agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, 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 misleadingprospectus); provided, however, that the foregoing shall not apply notwithstanding anything to the extent that any such untrue contrary contained in this Section 5.1(a), if (and to the extent) Parent so elects: (i) the Prospectus/Proxy Statement shall initially be filed with the SEC on a confidential basis as a proxy statement of the Company under Section 14 of the Exchange Act (and not as a material fact or omission to state a material fact was made by Holding Company in reliance upon and in conformity with written information concerning Agribrands and/or Ralcorp furnished to Holding Company by Agribrands and/or Ralcorp specifically for use in the Proxy Statement/Prospectus. Agribrands and Ralcorp agree registration statement of Parent); (ii) until it is reasonably likely that the written information provided by them for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in the case of written information concerning either Agribrands or Ralcorp for inclusion in SEC will declare the Form S-4 Registration Statement (in which the Prospectus/Proxy Statement will be included as a prospectus) effective under the Securities Act, all amendments to the Prospectus/Proxy Statement shall be filed with the SEC on a confidential basis as amendments to the proxy statement of the Company under Section 14 of the Exchange Act; and (iii) Parent shall not be obligated to file the Form S-4 Registration Statement (in which the Prospectus/Proxy Statement will be included as a prospectus) with the SEC until it is reasonably likely that the SEC will promptly declare the Form S-4 Registration Statement effective under the Securities Act. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Prospectus/Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or any amendment or supplement thereto, at its staff and to have the time Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed or becomes effective, with the SEC. The Company will not include an untrue statement of a material fact or omit use all reasonable efforts to state a material fact required cause the Prospectus/Proxy Statement to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No amendment or supplement mailed to the Proxy Statement/Prospectus will be made by Holding Company without the approval of Agribrands and Ralcorp. Holding Company will advise Agribrands and Ralcorp, Company's stockholders as promptly as practicable after it receives notice thereof, of the time when the Form S-4 has become Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's stockholders that may be required or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Holding Company Common Stock issuable reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Mergers for offering or sale in any jurisdictionAcquired Corporations occurs, or if the Company becomes aware of 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. Whenever any event or condition affecting Agribrands or Ralcorp occurs , that is required to should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Prospectus/Proxy Statement/Prospectus, such party will then the Company shall promptly inform the other of such occurrence Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC or its staff or any other government officialsand, and if appropriate, in mailing to shareholders of Agribrands and Ralcorp, such amendment or supplementsupplement to the stockholders of the Company.