Common use of Registration Statement; Proxy Statements Clause in Contracts

Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will prepare and file with the Commission the Registration Statement and Proxy Statement. Each of the Acquiror Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and will take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of Acquiror Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement to remain effective through the Effective Time. Each of the Acquiror Companies and the Company will furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Acquiror will each mail the Proxy Statement to its respective stockholders entitled to notice of and to vote at the Company Stockholders' Meeting or the Acquiror Stockholders' Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Company's Board of Directors in favor of the Merger. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time. (b) If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Affiliates, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company will promptly inform the Acquiror, and the Company will undertake to amend or supplement the Proxy Statement accordingly. (c) If at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its Affiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Acquiror will promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly. (d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by the Acquiror or the Company without prior consultation with the other party. The Acquiror and the Company each will advise the other, promptly after it receives notice

Registration Statement; Proxy Statements. (a) As promptly soon as practicable after the execution of this Agreement, the Acquiror Companies will prepare Company and Parent shall prepare, and Company shall file with the Commission SEC preliminary proxy materials relating to a meeting of Company's stockholders to consider the Merger (the "Company Stockholders Meeting") and the vote of the stockholders of Company with respect to the Merger. In the event that Parent fails to obtain the Parent Stockholder Approval at the June 25 Meeting (as defined in Section 5.7), Parent shall file with the SEC preliminary proxy materials (which may be contained in a joint proxy statement/prospectus together with the preliminary proxy materials relating to the Company Stockholders Meeting) relating to the Parent Stockholders Meeting (as defined in Section 7.1(f)) and the vote of the stockholders of Parent with respect to the proposed increase in authorized capital stock of Parent described in Section 6.1(a). As soon as practicable following receipt of SEC comments on the proxy statement/ prospectus (or joint proxy statement/prospectus or proxy statement for the Parent Stockholders Meeting, as the case may be) to be sent to the stockholders of Company in connection with the Company Stockholders Meeting and, if applicable, the Stockholders of Parent in connection with the Parent Stockholders Meeting (such proxy statement/prospectus or joint proxy statement/prospectus (as the case may be), together with any amendments thereof or supplements thereto, in each case in the form or forms sent as aforesaid, the "Proxy Statement"; and, together with any separate proxy statement relating to the Parent Stockholders Meeting, the "Proxy Statements"), Company shall file with the SEC definitive proxy materials relating to the Company Stockholders Meeting and Parent shall file with the SEC a registration statement on Form S-4 (or such other successor form as shall be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement"), which shall include the Proxy Statement as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be distributed to holders of Company Common Stock pursuant to the Merger; in the event that Parent fails to obtain the Parent Stockholder Approval at the June 25 Meeting, Parent shall also file with the SEC definitive proxy materials relating thereto and shall include the Proxy Statements (in the case of a joint proxy statement/prospectus) in the Registration Statement and Proxy Statement. Each of the Acquiror Companies Parent and the Company will shall use all its reasonable best efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement or Proxy Statements, as the case may be, with the SEC) as promptly as practicable, and will shall take any action and all actions required to be taken under any applicable federal or state securities Laws laws or blue sky laws in connection with the issuance of shares of Acquiror Parent Common Stock in pursuant to the Merger. The Acquiror Companies will Without limiting the generality of the foregoing, on the one hand, each of Parent and Company shall (i) notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC or any other governmental official for amendments or supplements to, or any other filing or supplemental or additional information relating to, the Proxy Statement (or Proxy Statements, as the case may be) or the Registration Statement, and shall promptly supply the other with copies of all correspondence between it or any of its representatives, on the one hand, and the SEC or any other governmental official, on the other hand, with respect to any of the foregoing filings, and (ii) use all reasonable efforts efforts, after consultation with the other such party, to cause respond promptly to any comments made by the SEC with respect to the Proxy Statement or Proxy Statements, as the case may be (including each preliminary version thereof), and the Registration Statement to remain effective through the Effective Time. Each of the Acquiror Companies (including each amendment thereof and the Company will furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actionssupplement thereto). As promptly as practicable after the Registration Statement shall have become effective, the each of Company and Parent shall mail or cause to be mailed its Proxy Statement (if any, in the Acquiror will case of Parent) to its stockholders. (b) Parent and Company shall each mail cause the Registration Statement and the Proxy Statement (or Proxy Statements, as the case may be) to comply in all material respects with the Securities Act, the Exchange Act and all other applicable federal and state securities law requirements. Each of Parent and Company shall, and shall cause its respective stockholders entitled to notice representatives to, fully cooperate with the other such party and its respective representatives in the preparation of and to vote at the Company Stockholders' Meeting or the Acquiror Stockholders' Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Company's Board of Directors in favor of the Merger. Except (or Proxy Statements, as the Acquiror's Board of Directors case may otherwise determine in good faithbe) and the Registration Statement, after consultation with outside counseland shall provide promptly to the other such information concerning it and its affiliates, to be necessary to comply with its fiduciary duty to directors, officers and stockholders as imposed by Law, the other may reasonably request in connection with the preparation of the Proxy Statement will include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common StockProxy Statements, as the case may be, and the Registration Statement. If at any time prior to the Effective Time Company or Parent shall become aware of any fact, event or circumstance that is required to be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement (or Proxy Statements, as the case may be), Company or Parent, as the case may be, shall promptly notify the other of such fact, event or circumstance and the parties shall cooperate with each other in filing with the SEC or any other governmental official, and (in the case of a supplement to the Proxy Statement or Proxy Statements, as the case may be) mailing to stockholders of Company, such amendment or supplement. (c) The Proxy Statement (or Proxy Statements, as the case may be) shall contain the unanimous recommendation of the Board of Directors of Company that the Company stockholders approve this Agreement and the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are advisable and fair to, and in the best interests of, the stockholders of Company; provided that no such recommendation need be included, and any such -------- recommendation may be withdrawn if previously included, if a Superior Proposal has been made and Company and Company's Board of Directors withdraw or modify such recommendation in compliance with, and otherwise have complied in all respects with, Section 4.4. Notwithstanding anything to the contrary contained herein, Company shall not include in the Proxy Statement any information with respect to Parent or its affiliates or associates, the form and content of which it holds proxies information shall not have been approved by Parent prior to such inclusion (which consent will not be unreasonably withheld or delayed). (d) In the event that a Proxy Statement relating to the Parent Stockholders Meeting is required hereunder, such Proxy Statement shall contain the unanimous recommendation of the Board of Directors of Parent that the Parent stockholders approve the increase in authorized capital stock described in Section 6.1(a); provided that such recommendation may be withdrawn upon a notice -------- of termination of this Agreement pursuant hereto. (e) Company agrees that: (i) the information supplied by Company for inclusion in the registration statement shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC or at the Effective Time 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 light of the circumstances under which they were made, not misleading, (ii) the information supplied by Company for inclusion in the Proxy Statement relating to the Company Stockholders Meeting shall not, on the date the Proxy Statement relating to the Company Stockholders Meeting is first mailed to the stockholders of Company or at the time of the Company Stockholders Meeting, contain any statement which, at such time. , is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading; and (biii) If if at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Affiliates, or its or their respective officers or directors, information should be discovered by the Company that which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company will shall promptly inform Parent of such event or information. Notwithstanding the Acquirorforegoing, and Company makes no representation, warranty or covenant with respect to any information supplied by Parent or Merger Sub which is contained in any of the Company will undertake foregoing documents. (f) Parent agrees that: (i) the information supplied by Parent for inclusion in the Registration Statement shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC or at the Effective Time contain any untrue statement of a material fact or omit to amend state any material fact required to be stated therein or supplement necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) the information supplied by Parent for inclusion in the Proxy Statement accordingly. relating to the Company Stockholders Meeting shall not, on the date such Proxy Statement is first mailed to Company's stockholders or at the time of the Company Stockholders Meeting, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which it is made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading and (ciii) If if at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its Affiliates, or to their respective officers or directors, information should be discovered by the Acquiror that Parent which should be set forth in an amendment to the Registration Statement or in a supplement to the such Proxy Statement, the Acquiror Parent will promptly inform Company of such event or information. Notwithstanding the Companyforegoing, and they will undertake neither Parent nor Merger Sub makes any representation, warranty or covenant with respect to amend any information supplied by or supplement on behalf of Company or any of its affiliates which is contained in any of the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordinglyforegoing documents. (d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by the Acquiror or the Company without prior consultation with the other party. The Acquiror and the Company each will advise the other, promptly after it receives notice

Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution date of this AgreementPlan, the Acquiror Companies will shall prepare a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement"), which, with the assistance of the Company, shall contain a prospectus/proxy statement relating to the vote of shareholders of the Company at the Company Shareholders' Meeting (the "Prospectus/Proxy Statement"), in connection with the registration under the Securities Act of the offering, sale and delivery of Acquiror Common Stock to be issued in the Merger pursuant to this Plan. As promptly as practicable after the date of this Plan, the Company shall assist the Acquiror in preparing the Prospectus/Proxy Statement and shall, pursuant to the Proxy Rules under the Exchange Act, file the same, in preliminary form, with the Commission, together with a form of proxy, in connection with the vote of the Company's shareholders with respect to this Plan (such Prospectus/Proxy Statement, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's shareholders, being the "Company Proxy Statement"). The Acquiror and the Company agree to use all reasonable efforts to effect such filing on or before June 17, 1997 and to mail such Prospectus/Proxy Statement to the shareholders of the Company on or before July 30, 1997; provided, however, that neither party shall be compelled by such undertaking to make any concession to any Governmental Authority that it in good faith regards as inappropriate. As soon as reasonably appropriate, the Acquiror shall file the Registration Statement with the Commission pursuant to the Registration Statement and Proxy Statement. Each registration provisions of the Securities Act. The Acquiror Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and will shall take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of Acquiror Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement to remain effective through the Effective Time. Each of the Acquiror Companies and the Company will shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Acquiror will each shall mail the Company Proxy Statement to its respective stockholders shareholders entitled to notice of and to vote at the Company Stockholders' Meeting or the Acquiror StockholdersShareholders' Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Company's Board of Directors in favor of the Merger. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time. (b) The information supplied by the Company for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective, 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 not misleading. The information supplied by the Company for inclusion in the Company Proxy Statement to be sent to the shareholders of the Company in connection with the Company Shareholders' Meeting shall not, at the date the Company Proxy Statement (or any supplement thereto) is first mailed to shareholders or at the time of the Company Shareholders' Meeting, 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 were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Affiliates, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the Registration Statement or a supplement to the Company Proxy Statement, the Company will shall promptly inform the Acquiror, . All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein shall comply as to form in all material respects with the applicable requirements of the Securities Act and the Company will undertake to amend or supplement Regulations thereunder and the Proxy Statement accordinglyExchange Act and the Regulations thereunder. (c) The information supplied by the Acquiror Companies for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective, 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 not misleading. The information supplied by the Acquiror Companies for inclusion in the Company Proxy Statement to be sent to the shareholders of the Company in connection with the Company Shareholders' Meeting shall not, at the date the Company Proxy Statement (or any supplement thereto) is first mailed to shareholders or at the time of the Company Shareholders' Meeting, 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. If at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its Affiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Company Proxy Statement, the Acquiror will shall promptly inform the Company, . All documents that the Acquiror Companies are responsible for filing with the Commission in connection with the transactions contemplated hereby shall comply as to form in all material respects with the applicable requirements of the Securities Act and they will undertake to amend or supplement the Registration Statement, Regulations thereunder and the prospectus contained therein and/or Exchange Act and the Proxy Statement accordinglyRegulations thereunder. (d) No amendment or supplement to the Registration Statement or the Company Proxy Statement will be made by the Acquiror or the Company without prior consultation with the approval of the other partyparty which will not be unreasonably withheld or delayed. The Acquiror and the Company each will advise the other, promptly after it receives noticenotice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order suspending the effectiveness of the Registration Statement or the solicitation of proxies pursuant to the Company Proxy Statement, the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, any request by the staff of the Commission for amendment of the Registration Statement or the Company Proxy Statement, the receipt from the staff of the Commission of comments thereon or any request by the staff of the Commission for additional information with respect thereto.

Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will Key shall prepare and file with the Commission SEC a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement and Statement"), containing a proxy statement/prospectus for stockholders of Xxxxx (the "Xxxxx Proxy Statement/Prospectus") and a proxy statement and form of proxy for stockholders of Key (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to Key's stockholders, the "Key Proxy Statement"), in connection with the registration under the Securities Act of the offer and sale of Key Common Stock to be issued in the Merger and the other transactions contemplated by this Agreement. As promptly as practicable after the execution of this Agreement, Xxxxx shall prepare and file with the SEC a proxy statement that will be the same as the Xxxxx Proxy Statement/Prospectus, and a form of proxy, in connection with the vote of Xxxxx'x stockholders with respect to the Merger (such proxy statement and form of proxy, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to Xxxxx'x stockholders, being the "Xxxxx Proxy Statement"). Each of the Acquiror Companies Key and the Company Xxxxx will use all reasonable its best efforts to have or cause the Registration Statement to become be declared effective as promptly as practicable, and will shall take any action required to be taken under any applicable federal or state securities Laws laws in connection with the issuance of shares of Acquiror Key Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement to remain effective through the Effective Time. Each of Key and Xxxxx shall furnish to the Acquiror Companies and the Company will furnish other all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the Registration Statement shall have become been declared effective, the Company and the Acquiror will each Xxxxx shall mail the Xxxxx Proxy Statement to its respective stockholders entitled to notice of and to vote at the Company Stockholders' Xxxxx Stockholders Meeting or and Key shall mail the Acquiror Stockholders' Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Key Proxy Statement will to its stockholders entitled to notice of and to vote at the Key Stockholders Meeting. The Xxxxx Proxy Statement shall include the recommendation of Xxxxx'x Board of Directors in favor of the CompanyMerger and adoption of this Agreement, unless otherwise necessary due to the applicable fiduciary duties of the directors of Xxxxx, as determined by such directors in good faith after consultation with and based upon the advice of independent legal counsel (who may be Xxxxx'x regularly engaged independent legal counsel). The Key Proxy Statement shall include the recommendation of Key's Board of Directors in favor of the Merger. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Acquiror's Board of Directors in favor approval of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Key Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time. (b) The information supplied by Xxxxx for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective, 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 not misleading. The information supplied by Xxxxx for inclusion in (i) the Xxxxx Proxy Statement to be sent to the stockholders of Xxxxx in connection with the Xxxxx Stockholders Meeting shall not, at the date the Xxxxx Proxy Statement (or any supplement thereto) is first mailed to stockholders, at the time of the Xxxxx Stockholders Meeting or at the Effective Time and (ii) the Key Proxy Statement to be sent to the stockholders of Key in connection with the Key Stockholders Meeting shall not, at the date the Key Proxy Statement (or any supplement thereto) is first mailed to stockholders, at the time of the Key Stockholders Meeting or at the Effective Time, 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. If at any time prior to the Effective Time any event or circumstance relating to the Company Xxxxx or any of its Affiliatesaffiliates, or its or their respective officers or directors, should be discovered by the Company Xxxxx that should be set forth in an amendment to the Registration Statement or a supplement to the Xxxxx Proxy Statement or the Key Proxy Statement, the Company will Xxxxx shall promptly inform Key thereof in writing. All documents that Xxxxx is responsible for filing with the Acquiror, SEC in connection with the transactions contemplated herein will comply as to form in all material respects with the applicable requirements of the Securities Act and the Company will undertake to amend or supplement rules and regulations thereunder and the Proxy Statement accordinglyExchange Act and the rules and regulations thereunder. (c) The information supplied by Key for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective, 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 not misleading. The information supplied by Key for inclusion in (i) the Xxxxx Proxy Statement to be sent to the stockholders of Xxxxx in connection with the Xxxxx Stockholders Meeting shall not, at the date the Xxxxx Proxy Statement (or any supplement thereto) is first mailed to stockholders, at the time of the Xxxxx Stockholders Meeting or at the Effective Time and (ii) the Key Proxy Statement to be sent to the stockholders of Key in connection with the Key Stockholders Meeting shall not, at the date the Key Proxy Statement (or any supplement thereto) is first mailed to stockholders, at the time of the Key Stockholders Meeting or at the Effective Time, 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. If at any time prior to the Effective Time any event or circumstance relating to the Acquiror Key or any of its Affiliatesaffiliates, or to their respective officers or directors, should be discovered by the Acquiror Key that should be set forth in an amendment to the Registration Statement or a supplement to the Xxxxx Proxy Statement or the Key Proxy Statement, the Acquiror will Key shall promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly. (d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by the Acquiror or the Company without prior consultation Xxxxx thereof in writing. All documents that Key is responsible for filing with the other party. The Acquiror SEC in connection with the transactions contemplated hereby will comply as to form in all material respects with the applicable requirements of the Securities Act and the Company each will advise rules and regulations thereunder and the other, promptly after it receives noticeExchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statements. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in, and that is included or incorporated by reference in, (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will prepare and file Registration Statement (or any amendment or supplement thereto) filed or to be filed by Parent with the Commission under the Registration Statement and Proxy Statement. Each of the Acquiror Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and will take any action required to be taken under any applicable federal or state securities Laws Securities Act in connection with the issuance of shares of Acquiror Common Stock the Merger Consideration, (b) the proxy statement to be mailed to the Company's stockholders in connection with the Company Special Meeting (the "Company Proxy Statement") or any amendment or supplement thereto, (c) the proxy statement to be mailed to Parent's stockholders in connection with the Parent Stockholder Meeting (the "Parent Proxy Statement") or any amendment or supplement thereto, or (d) any documents filed or to be filed with the Commission or any other Governmental Entity in connection with the transactions contemplated hereby, will, at the respective times such documents are filed, and, in the Merger. The Acquiror Companies will use all reasonable efforts to cause case of the Registration Statement to remain effective through or any amendment or supplement thereto, when the same becomes effective, at the time of the stockholder vote taken at the Company Special Meeting or at the Effective Time. Each , and, in the case of the Acquiror Companies and Company Proxy Statement or any amendment or supplement thereto, at the time of mailing of the Company will furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Acquiror will each mail the Proxy Statement to its respective stockholders entitled to notice of and to vote at the Company Stockholders' Meeting or the Acquiror Stockholders' Meeting, as applicable. Except as the Company's Board stockholders or at the time of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation Company Special Meeting or any other meeting of the Company's Board of Directors stockholders to be held in favor connection with the Merger, and, in the case of the Merger. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Parent Proxy Statement will include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholdersor any amendment or supplement thereto, at the other's Stockholders' Meetings, each time of the Acquiror and Parent Stockholder Meeting, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier communication. For this purpose, any such information included or incorporated by reference in any such document will be deemed to have been supplied by or on behalf of the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at for such time. (b) If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Affiliates, or its or their respective officers or directors, should be discovered purpose if such document was available for review by the Company a reasonable time before such document was filed (but the foregoing shall not be the exclusive manner in which it may be established that should be set forth in an amendment such information was so supplied). The Registration Statement (to the Registration extent the Company Proxy Statement or a supplement to constitutes the Proxy Statementprospectus thereunder), the Company will promptly inform Proxy Statement and the Acquiror, and furnishing thereof by the Company will undertake to amend or supplement comply in all respects with the Proxy Statement accordingly. (c) If at any time prior to applicable requirements of the Effective Time any event or circumstance relating to the Acquiror or any of its Affiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy StatementSecurities Act, the Acquiror will promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly. (d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by the Acquiror or the Company without prior consultation with the other party. The Acquiror Exchange Act and the Company each will advise the other, promptly after it receives noticeDGCL.

Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will USU and IWO shall prepare and USU shall file with the Commission the SEC a Registration Statement and on Form S-4 (including the Proxy Statement/Prospectus (as defined below) constituting a part thereof) in connection with the registration under the Securities Act of the offer and sale of USU Common Stock to be issued in the Merger (the "Registration Statement"). The Registration Statement will also serve as the joint proxy statement with respect to the USU Stockholders Meeting and, if IWO elects to solicit proxies, with respect to the IWO Common Stockholders Meeting (the "Proxy Statement/Prospectus"). Each of the Acquiror Companies USU and the Company IWO will use all its reasonable best efforts to have or cause the Registration Statement to become be declared effective as promptly as practicable, and will USU shall take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of Acquiror USU Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts ; provided, that USU shall not be required to cause the Registration Statement qualify to remain effective through the Effective Time. Each do business in any jurisdiction in which it is not now so qualified to do business, to file a general consent to service of the Acquiror Companies and the Company will furnish all information concerning process in any jurisdiction in which it and the holders of its capital stock as the other may reasonably request is not now so qualified or to subject itself to taxation in connection with such actionsany jurisdiction in which it is not now so qualified to do business. As promptly as practicable after the Registration Statement shall have become been declared effective, the Company each of USU and the Acquiror will each IWO shall mail the Proxy Statement Statement/Prospectus to its respective stockholders entitled to notice of and to vote at the Company Stockholders' USU Stockholders Meeting or and the Acquiror Stockholders' IWO Common Stockholders Meeting, as applicable. Except Subject to the foregoing and Sections 6.01(a) and 6.01(b), as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Lawapplicable, the Proxy Statement will Statement/Prospectus shall include the recommendation of the CompanyIWO's Board of Directors in favor of approval of the Merger. Except as the Acquiror's Board Merger and adoption and approval of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include this Agreement and the recommendation of the AcquirorUSU's Board of Directors in favor of approval of the issuance of shares of Acquiror the USU Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time. (b) The information supplied by IWO for inclusion or incorporation by reference in the Registration Statement shall not, at the time the Registration Statement is declared effective, 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 not misleading. The information supplied by IWO for inclusion in the Proxy Statement/Prospectus to be sent to the stockholders of IWO in connection with the IWO Common Stockholders Meeting and to the stockholders of USU in connection with the USU Stockholders Meeting shall not, at the date the Proxy Statement/Prospectus (or any supplement thereto) is first mailed to such stockholders, at the time of the IWO Common Stockholders Meeting or the USU Stockholders Meeting or at the Effective Time, 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. If at any time prior to the Effective Time any event or circumstance relating to the Company IWO or any of its Affiliatessubsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company IWO that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company will IWO shall promptly inform USU thereof in writing. All documents that IWO is responsible for filing with the Acquiror, SEC in connection with the transactions contemplated hereby will comply as to form in all material respects with the applicable requirements of the Securities Act and the Company will undertake to amend or supplement rules and regulations thereunder and the Proxy Statement accordinglyExchange Act and the rules and regulations thereunder. (c) The information supplied by USU for inclusion or incorporation by reference in the Registration Statement shall not, at the time the Registration Statement is declared effective, 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 not misleading. The information supplied by USU for inclusion in the Proxy Statement/Prospectus to be sent to the stockholders of IWO in connection with the IWO Common Stockholders Meeting and to the stockholders of USU in connection with the USU Stockholders Meeting shall not, at the date the Proxy Statement/Prospectus (or any supplement thereto) is first mailed to such stockholders, at the time of the IWO Common Stockholders Meeting or the USU Stockholders Meeting or at the Effective Time, 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. If at any time prior to the Effective Time any event or circumstance relating to the Acquiror USU or any of its Affiliatessubsidiaries or affiliates, or to their its or respective officers or directors, should be discovered by the Acquiror USU that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Acquiror will USU shall promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly. (d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by the Acquiror or the Company without prior consultation IWO thereof in writing. All documents that USU is responsible for filing with the other party. The Acquiror SEC in connection with the transactions contemplated hereby will comply as to form in all material respects with the applicable requirements of the Securities Act and the Company each will advise rules and regulations thereunder and the other, promptly after it receives noticeExchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statements. (a) As promptly soon as practicable after the execution of this Agreement, the Acquiror Companies will prepare Company and Parent shall prepare, and Company shall file with the Commission SEC preliminary proxy materials relating to a meeting of Company's stockholders to consider the Merger (the "Company Stockholders Meeting") and the vote of the stockholders of Company with respect to the Merger. In the event that Parent fails to obtain the Parent Stockholder Approval at the June 25 Meeting (as defined in Section 5.7), Parent shall file with the SEC preliminary proxy materials (which may be contained in a joint proxy statement/prospectus together with the 33 39 preliminary proxy materials relating to the Company Stockholders Meeting) relating to the Parent Stockholders Meeting (as defined in Section 7.1(f)) and the vote of the stockholders of Parent with respect to the proposed increase in authorized capital stock of Parent described in Section 6.1(a). As soon as practicable following receipt of SEC comments on the proxy statement/ prospectus (or joint proxy statement/prospectus or proxy statement for the Parent Stockholders Meeting, as the case may be) to be sent to the stockholders of Company in connection with the Company Stockholders Meeting and, if applicable, the Stockholders of Parent in connection with the Parent Stockholders Meeting (such proxy statement/prospectus or joint proxy statement/prospectus (as the case may be), together with any amendments thereof or supplements thereto, in each case in the form or forms sent as aforesaid, the "Proxy Statement"; and, together with any separate proxy statement relating to the Parent Stockholders Meeting, the "Proxy Statements"), Company shall file with the SEC definitive proxy materials relating to the Company Stockholders Meeting and Parent shall file with the SEC a registration statement on Form S-4 (or such other successor form as shall be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement"), which shall include the Proxy Statement as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be distributed to holders of Company Common Stock pursuant to the Merger; in the event that Parent fails to obtain the Parent Stockholder Approval at the June 25 Meeting, Parent shall also file with the SEC definitive proxy materials relating thereto and shall include the Proxy Statements (in the case of a joint proxy statement/prospectus) in the Registration Statement and Proxy Statement. Each of the Acquiror Companies Parent and the Company will shall use all its reasonable best efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement or Proxy Statements, as the case may be, with the SEC) as promptly as practicable, and will shall take any action and all actions required to be taken under any applicable federal or state securities Laws laws or blue sky laws in connection with the issuance of shares of Acquiror Parent Common Stock in pursuant to the Merger. The Acquiror Companies will Without limiting the generality of the foregoing, on the one hand, each of Parent and Company shall (i) notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC or any other governmental official for amendments or supplements to, or any other filing or supplemental or additional information relating to, the Proxy Statement (or Proxy Statements, as the case may be) or the Registration Statement, and shall promptly supply the other with copies of all correspondence between it or any of its representatives, on the one hand, and the SEC or any other governmental official, on the other hand, with respect to any of the foregoing filings, and (ii) use all reasonable efforts efforts, after consultation with the other such party, to cause respond promptly to any comments made by the SEC with respect to the Proxy Statement or Proxy Statements, as the case may be (including each preliminary version thereof), and the Registration Statement to remain effective through the Effective Time. Each of the Acquiror Companies (including each amendment thereof and the Company will furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actionssupplement thereto). As promptly as practicable after the Registration Statement shall have become effective, the each of Company and Parent shall mail or cause to be mailed its Proxy Statement (if any, in the Acquiror will case of Parent) to its stockholders. (b) Parent and Company shall each mail cause the Registration Statement and the Proxy Statement to its respective stockholders entitled to notice of and to vote at the Company Stockholders' Meeting (or the Acquiror Stockholders' Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Company's Board of Directors in favor of the Merger. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common StockStatements, as the case may be, as ) to which it holds proxies at such time. (b) If at any time prior to comply in all material respects with the Effective Time any event or circumstance relating to the Company or any of its Affiliates, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy StatementSecurities Act, the Exchange Act and all other applicable federal and state securities law requirements. Each of Parent and Company will promptly inform the Acquirorshall, and shall cause its respective representatives to, fully cooperate with the Company will undertake to amend or supplement other such party and its respective representatives in the preparation of the Proxy Statement accordingly. (cor Proxy Statements, as the case may be) If at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its Affiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Acquiror will promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly. (d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by the Acquiror or the Company without prior consultation with the other party. The Acquiror and the Company each will advise the other, promptly after it receives noticethe

Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will shall prepare and file with the Commission SEC a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement and Statement"), containing (i) a proxy statement/prospectus for shareholders of the Company (the "Company Proxy Statement/Prospectus") in connection with the registration under the Securities Act of the offer, sale and delivery of Acquiror Common Stock to be issued in the Merger and the solicitation by the Company of proxies from its shareholders for approval of the Merger and (ii) a proxy statement for shareholders of Acquiror (the "Acquiror Proxy Statement") in connection with the solicitation by the Acquiror of proxies from its shareholders for approval of the Merger and the other transactions contemplated by this Agreement. Each of the Acquiror Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and will shall take any action required to be taken under any applicable federal or state securities Laws laws in connection with the issuance of shares of Acquiror Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement to remain effective through the Effective Time. Each of the Acquiror Companies and the Company will shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such 50 actions. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Acquiror will each shall mail the Company Proxy Statement Statement/Prospectus to its respective stockholders shareholders entitled to notice of and to vote at the Company Stockholders' Shareholder Meeting or and Acquiror shall mail the Acquiror Stockholders' Proxy Statement to its shareholders entitled to notice of and to vote at the Acquiror Shareholder Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counselThe Company Proxy Statement shall, to be necessary to comply the extent consistent with its their fiduciary duty to stockholders as imposed by Lawduties, the Proxy Statement will include the recommendation of the Company's Board of Directors in favor of the Merger. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the The Acquiror Proxy Statement will shall include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time. (b) The information supplied by the Company for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective, 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 not misleading. The information supplied by the Company for inclusion in (i) the Company Proxy Statement/Prospectus to be sent to the shareholders of the Company in connection with the Company Shareholders Meeting shall not, at the date the Company Proxy Statement/Prospectus (or any supplement thereto) is first mailed to shareholders, at the time of the Company Shareholders Meeting or at the Effective Time and (ii) the Acquiror Proxy Statement to be sent to the shareholders of Acquiror in connection with the Acquiror Shareholders Meeting shall not, at the date the Acquiror Proxy Statement (or any supplement thereto), is first mailed to shareholders at the time of the Acquiror Shareholders Meeting or at the Effective Time, 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. If at any time prior to the Effective Time Company Shareholders Meeting any event or circumstance relating to the Company or any of its Affiliatesaffiliates, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the Registration Statement or a supplement to the Company Proxy Statement/Prospectus or Acquiror Proxy Statement, the Company will shall promptly inform Acquiror. All documents that the Acquiror, Company is responsible for filing with the SEC in connection with the transactions contemplated herein shall comply as to form in all material respects with the applicable requirements of the Securities Act and the Company will undertake to amend or supplement rules and regulations thereunder and the Proxy Statement accordinglyExchange Act and the rules and regulations thereunder. (c) The information supplied by the Acquiror for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective, 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 not misleading. The information supplied by the Acquiror for inclusion in (i) the Company Proxy Statement/Prospectus to be sent to the shareholders of the Company in connection with the Company Shareholders Meeting shall not, at the date the Company Proxy Statement/Prospectus (or any supplement thereto) is first mailed to shareholders, at the time of the Company Shareholders Meeting or at the Effective Time and (ii) the Acquiror Proxy Statement to be sent to the shareholders of Acquiror in connection with the Acquiror Shareholders Meeting shall not, at the date the Acquiror Proxy Statement (or supplement thereto) is first mailed to shareholders, at the time of the Acquiror Shareholders Meeting or at the Effective Time, 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. If at any time prior to the Effective Time Acquiror Shareholders Meeting any event or circumstance relating to the Acquiror or any of its Affiliatesaffiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Company Proxy Statement/Prospectus or Acquiror Proxy Statement, the Acquiror will shall promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly. (d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by . All documents that the Acquiror or the Company without prior consultation is responsible for filing with the other party. The Acquiror SEC in connection with the transactions contemplated hereby shall comply as to form in all material respects with the applicable requirements of the Securities Act and the Company each will advise rules and regulations thereunder and the other, promptly after it receives noticeExchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will Company shall prepare and file with the Commission SEC a Company proxy statement (together with any amendments thereof or supplements thereto, the "Company Proxy Statement") relating to the meetings of the Company's stockholders (the "Company Stockholders' Meeting") to be held to consider approval of this Agreement and the transactions contemplated hereby. Parent shall promptly furnish all information concerning itself as the Company may reasonably request in connection with such actions and the preparation of the Registration Statement and the Company Proxy Statement. Each As promptly as practicable after the applicable requirements of the Acquiror Companies SEC have been satisfied, the Company shall mail the Company Proxy Statement to its stockholders. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Company Proxy Statement prior to its being filed with the SEC. (b) As promptly as practicable after the execution of this Agreement, Parent and the Company will use all reasonable best efforts to have obtain a no-action letter from the SEC to permit registration of the Parent OBSAs on a registration statement on Form F-4 without compliance with the Trust Indenture Act of 1939 (the "Trust Indenture Act"). If such no-action letter is granted, Parent shall prepare and file with the SEC a registration statement on Form F-4 for the registration under the Securities Act of the Parent Ordinary Shares, Parent OBSAs and Parent ORAs to be issued pursuant to the Merger. If such no-action letter is not granted, then at the option of the Company either (i) if permitted under applicable Law, the offer and sale of Parent Ordinary Shares, Parent OBSAs and Parent ORAs will not be registered under the Securities Act, but shall be made in a private placement in reliance upon the exemption from registration provided by Regulation D promulgated thereunder or (ii) Parent shall prepare and file a registration statement on Form F-4 for the registration under the Securities Act of Parent Ordinary Shares, Parent OBSAs and Parent ORAs, and the form and terms of the Parent OBSAs shall be modified as necessary to comply with the Trust Indenture Act. (c) In the event a registration statement on Form F-4 (together with all amendments thereto, the "Registration Statement") is filed, (i) each of Parent and the Company shall use its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and will (ii) prior to the effective date of the Registration Statement, Parent shall take all or any action required to be taken under any applicable U.S. federal or state and non-U.S. securities Laws laws in connection with the issuance of shares of Acquiror Common Stock in Parent Ordinary Shares, Parent ORAs and Parent OBSAs pursuant to the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement to remain effective through the Effective Time. Each of the Acquiror Companies Merger and (iii) the Company will shall furnish all information concerning it and the holders of its capital stock itself as the other Parent may reasonably request in connection with such actions. actions and the preparation of the Registration Statement. (d) In the event of a private placement, (i) Parent shall take all or any action required under any applicable U.S. federal or state and non-U.S. securities laws to permit the issuance of Parent Ordinary Shares, Parent ORAs and Parent OBSAs pursuant to the Merger in accordance with such laws without registration under the Securities Act and (ii) if at any time after the Closing any former holder of Shares (other than any such holder who is an affiliate of Parent at such time) proposes to resell, in a manner consistent with the terms of Exhibit A, Parent Ordinary Shares, Parent ORAs or the warrant portion of the Parent OBSAs outside the United States but, in the opinion of counsel to such holder, cannot do so in reliance on Regulation S or any other exemption from registration under the Securities Act, Parent shall register such securities pursuant to the Securities Act to permit such person to resell such securities. (e) As promptly as practicable after the Registration Statement execution of this Agreement, (i) Parent shall have become effectiveprepare, file, publish, make available and/or mail to Parent Shareholders, as applicable, the Company resolutions related to the Parent Proposals, the rapport du directoire et du conseil de surveillance a l'assemblee, the rapports des commissaires and the Acquiror will each mail note d'operation (together with any amendments thereof or supplements thereto, the "Parent Proxy Statement Statement" and, together with the Company Proxy Statement, the "Proxy Statements") relating to its respective stockholders entitled to notice the meeting of and to vote at Parent's shareholders (the "Parent Shareholders' Meeting" and, together with the Company Stockholders' Meeting or the Acquiror Stockholders' Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, "Shareholders' Meetings") to be necessary held to comply consider approval of the Parent Proposals (as defined in Section 6.02); and (ii) Parent shall prepare and file with the COB all filings required by COB regulations (the "Other Parent Filings") in connection with the Parent Shareholders' Meeting to be held to consider approval of the Parent Proposals. The Company shall promptly furnish all information concerning the Company as Parent may reasonably request in connection with such actions and the preparation of the Parent Proxy Statement and the Other Parent Filings. The Company and its fiduciary duty counsel shall be given a reasonable opportunity to stockholders as imposed by Lawreview and comment on the Registration Statement, the Parent Proxy Statement will and the Other Parent Filings prior to them being filed with the applicable agency. (f) The Company Proxy Statement shall include the recommendation of the Company's Board of Directors in favor of the Merger. Except as Company to the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation shareholders of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or Agreement; provided, however, that the issuance Board of Acquiror Common Stock in Directors of the MergerCompany may, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time. (b) If at any time prior to the Effective Time Time, withdraw, modify or change any such recommendation to the extent that the Board of Directors of the Company determines in good faith after consultation with independent legal counsel that the failure to so withdraw, modify or change its recommendation would cause the Board of Directors of the Company to breach its fiduciary duties to the Company's shareholders under applicable Law. (g) The Parent Proxy Statement shall include the recommendation of the Supervisory Board and the Management Board of Parent to the shareholders of Parent in favor of the Parent Proposals; provided, however, that the Supervisory Board or the Management Board of Parent may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation to the extent that the Supervisory Board or the Management Board of Parent determines in good faith after consultation with independent legal counsel that the failure to so withdraw, modify or change its recommendation would cause the Supervisory Board or the Management Board of Parent to breach its fiduciary duties to Parent's shareholders under applicable Law. (h) No amendment or supplement to the Company Proxy Statement or the Registration Statement will be made by the Company or Parent without the approval of the other party (such approval not to be unreasonably withheld or delayed). Parent and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of Parent Ordinary Shares, Parent ORAs or Parent OBSAs issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Registration Statement or the Company Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (i) The information supplied by Parent for inclusion in the Registration Statement and the Company Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Company Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time of the Company Stockholders' Meeting and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Registration Statement or the Company Proxy Statement, Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (j) The information supplied by the Company for inclusion in the Registration Statement and the Company Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Company Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time of the Company Stockholders' Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Parent Proxy Statement shall not, at (i) the time the Parent Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Parent, and (ii) the time of the Parent Stockholders' Meeting, and the information supplied by the Company for inclusion in the Other Parent Filings at the time such Other Parent Filings are filed with the COB shall not, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any of its AffiliatesCompany Subsidiary, or its or their respective officers or directors, should be discovered by the Company that which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company will promptly inform the Acquiror, and the Company will undertake to amend or supplement the Proxy Statement accordingly. (c) If at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its Affiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Acquiror will promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly. (d) No amendment or supplement to the Registration Statement Statements or the Proxy Statement will be made by Other Parent Filings, the Acquiror Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the Company without prior consultation other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the other party. The Acquiror applicable requirements of the Securities Act and the Company each will advise rules and regulations thereunder and the other, promptly after it receives noticeExchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will and the Company shall prepare and file with the Commission a joint proxy statement and forms of proxy to be used in connection with the solicitation of proxies to be voted at the Acquiror Shareholders' Meeting with respect to the Share Issuance and in connections with the solicitation of proxies to be voted at the Company Stockholders' Meeting with respect to this Agreement (such joint proxy statement, together with any amendments thereof or supplements thereto effected on or prior to the effective date of the Registration Statement and being , being the "Joint Proxy Statement"). At such time as the Acquiror and the Company deem appropriate, the Acquiror shall prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement") containing the Joint Proxy Statement for stockholders of the Acquiror and the Company (the Joint Proxy Statement shall also constitute a prospectus for stockholders of the Company in connection with the registration under the Securities Act of the offering, sale and delivery of the Acquiror Common Stock to be issued pursuant to this Agreement in the Merger to stockholders of the Company and, together, they shall be referred to herein as the "Joint Proxy Statement/Prospectus"). Each of the Acquiror Companies and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. Each of the Acquiror Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and will shall take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of the Acquiror Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement to remain effective through the Effective Time. Each of the Acquiror Companies and the Company will furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the Registration Statement shall have become effective, (x) the Acquiror shall mail the Joint Proxy Statement/Prospectus to its shareholders entitled to notice of and to vote at the Acquiror's Shareholders' Meeting and (y) the Company and the Acquiror will each shall mail the Joint Proxy Statement Statement/Prospectus to its respective stockholders entitled to notice of and to vote at the Company Stockholders' Meeting or the Acquiror Stockholders' Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Company's Board of Directors in favor of the Merger. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time. (b) The information supplied by the Company for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective, 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 not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus shall not, at the date the Joint Proxy Statement/Prospectus (or any supplement thereto) is first mailed to shareholders of the Acquiror, at the date (if different) the Joint Proxy Statement/Prospectus (or any supplement thereto) is first mailed to stockholders of the Company, at the time of the Acquiror Shareholders' Meeting, at the time (if different) of the Company Stockholders' Meeting or at the Effective Time, 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 were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its AffiliatesCompany, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform the Acquiror, . All documents that the Company is responsible for filing with the Commission in connection with the transactions contemplated herein shall comply as to form in all material respects with the applicable requirements of the Securities Act and the Company will undertake to amend or supplement Regulations thereunder and the Proxy Statement accordinglyExchange Act and the Regulations thereunder. (c) The information supplied by the Acquiror Companies for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective, 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 not misleading. Such information supplied by the Acquiror for inclusion in the Joint Proxy Statement/Prospectus shall not, at the date (if different) the Joint Proxy Statement/Prospectus (or any supplement thereto) is first mailed to stockholders of the Company, at the time (if different) of the Company Stockholders' Meeting or at the Effective Time, 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. If at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its AffiliatesSubsidiaries, or to their respective officers offices or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Acquiror will shall promptly inform the Company, . All documents that the Acquiror Companies are responsible for filing with the Commission in connection with the transactions contemplated hereby shall comply as to form in all material respects with the applicable requirements of the Securities Act and they will undertake to amend or supplement the Registration Statement, Regulations thereunder and the prospectus contained therein and/or Exchange Act and the Proxy Statement accordinglyRegulations thereunder. (d) No amendment or supplement to the Registration Statement or the Joint Proxy Statement will Statement/Prospectus shall be made by the Acquiror or the Company without prior consultation with the approval of the other party, which shall not be unreasonably withheld or delayed. The Acquiror and the Company each will advise the other, promptly after it receives noticenotice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order suspending the effectiveness of the Registration Statement or the solicitation of proxies pursuant to the Joint Proxy Statement/Prospectus, the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, any request by the staff of the Commission for amendment of the Registration Statement or the Joint Proxy Statement/Prospectus, the receipt from the staff of the Commission of comments thereon or any request by the staff of the Commission for additional information with respect thereto.

Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will prepare and file with the Commission the Registration Statement and Proxy Statement. Each of the Acquiror Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and will take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of Acquiror Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement to remain effective through the Effective Time. Each of the Acquiror Companies and the Company will furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Acquiror will each mail the Proxy Statement to its respective stockholders entitled to notice of and to vote at the Company Stockholders' Meeting or the Acquiror Stockholders' Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Company's Board of Directors in favor of the Merger. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time. (b) If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Affiliates, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company will promptly inform the Acquiror, and the Company will undertake to amend or supplement the Proxy Statement accordingly. (c) If at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its Affiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Acquiror will promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly. (d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by the Acquiror or the Company without prior consultation with the other party. The Acquiror and the Company each will advise the other, promptly after it receives noticenotice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order suspending the effectiveness of the Registration Statement or the solicitation of proxies pursuant to the Proxy Statement, the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, any request by the staff of the Commission for amendment of the Registration Statement or the Proxy Statement, the receipt from the staff of the Commission of comments thereon or any request by the staff of the Commission for additional information with respect thereto.

Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will Company shall prepare and file with the Commission SEC a Company proxy statement (together with any amendments thereof or supplements thereto, the "COMPANY PROXY STATEMENT") relating to the meetings of the Company's stockholders (the "COMPANY STOCKHOLDERS' MEETING") to be held to consider approval of this Agreement and the transactions contemplated hereby. Parent shall promptly furnish all information concerning itself as the Company may reasonably request in connection with such actions and the preparation of the Registration Statement and the Company Proxy Statement. Each As promptly as practicable after the applicable requirements of the Acquiror Companies SEC have been satisfied, the Company shall mail the Company Proxy Statement to its stockholders. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Company Proxy Statement prior to its being filed with the SEC. (b) As promptly as practicable after the execution of this Agreement, Parent and the Company will use all reasonable best efforts to have obtain a no-action letter from the SEC to permit registration of the Parent OBSAs on a registration statement on Form F-4 without compliance with the Trust Indenture Act of 1939 (the "TRUST INDENTURE ACT"). If such no-action letter is granted, Parent shall prepare and file with the SEC a registration statement on Form F-4 for the registration under the Securities Act of the Parent Ordinary Shares, Parent OBSAs and Parent ORAs to be issued pursuant to the Merger. If such no-action letter is not granted, then at the option of the Company either (i) if permitted under applicable Law, the offer and sale of Parent Ordinary Shares, Parent OBSAs and Parent ORAs will not be registered under the Securities Act, but shall be made in a private placement in reliance upon the exemption from registration provided by Regulation D promulgated thereunder or (ii) Parent shall prepare and file a registration statement on Form F-4 for the registration under the Securities Act of Parent Ordinary Shares, Parent OBSAs and Parent ORAs, and the form and terms of the Parent OBSAs shall be modified as necessary to comply with the Trust Indenture Act. (c) In the event a registration statement on Form F-4 (together with all amendments thereto, the "REGISTRATION STATEMENT") is filed, (i) each of Parent and the Company shall use its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and will (ii) prior to the effective date of the Registration Statement, Parent shall take all or any action required to be taken under any applicable U.S. federal or state and non-U.S. securities Laws laws in connection with the issuance of shares of Acquiror Common Stock in Parent Ordinary Shares, Parent ORAs and Parent OBSAs pursuant to the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement to remain effective through the Effective Time. Each of the Acquiror Companies Merger and (iii) the Company will shall furnish all information concerning it and the holders of its capital stock itself as the other Parent may reasonably request in connection with such actions. actions and the preparation of the Registration Statement. (d) In the event of a private placement, (i) Parent shall take all or any action required under any applicable U.S. federal or state and non-U.S. securities laws to permit the issuance of Parent Ordinary Shares, Parent ORAs and Parent OBSAs pursuant to the Merger in accordance with such laws without registration under the Securities Act and (ii) if at any time after the Closing any former holder of Shares (other than any such holder who is an affiliate of Parent at such time) proposes to resell, in a manner consistent with the terms of EXHIBIT A, Parent Ordinary Shares, Parent ORAs or the warrant portion of the Parent OBSAs outside the United States but, in the opinion of counsel to such holder, cannot do so in reliance on Regulation S or any other exemption from registration under the Securities Act, Parent shall register such securities pursuant to the Securities Act to permit such person to resell such securities. (e) As promptly as practicable after the Registration Statement execution of this Agreement, (i) Parent shall have become effectiveprepare, file, publish, make available and/or mail to Parent Shareholders, as applicable, the Company resolutions related to the Parent Proposals, the RAPPORT DU DIRECTOIRE ET DU CONSEIL DE SURVEILLANCE A L'ASSEMBLEE, the RAPPORTS DES COMMISSAIRES and the Acquiror will each mail NOTE D'OPERATION (together with any amendments thereof or supplements thereto, the "PARENT PROXY STATEMENT" and, together with the Company Proxy Statement Statement, the "PROXY STATEMENTS") relating to its respective stockholders entitled to notice the meeting of and to vote at Parent's shareholders (the "PARENT SHAREHOLDERS' MEETING" and, together with the Company Stockholders' Meeting or the Acquiror Stockholders' Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, "SHAREHOLDERS' MEETINGS") to be necessary held to comply consider approval of the Parent Proposals (as defined in Section 6.02); and (ii) Parent shall prepare and file with the COB all filings required by COB regulations (the "OTHER PARENT FILINGS") in connection with the Parent Shareholders' Meeting to be held to consider approval of the Parent Proposals. The Company shall promptly furnish all information concerning the Company as Parent may reasonably request in connection with such actions and the preparation of the Parent Proxy Statement and the Other Parent Filings. The Company and its fiduciary duty counsel shall be given a reasonable opportunity to stockholders as imposed by Lawreview and comment on the Registration Statement, the Parent Proxy Statement will and the Other Parent Filings prior to them being filed with the applicable agency. (f) The Company Proxy Statement shall include the recommendation of the Company's Board of Directors in favor of the Merger. Except as Company to the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation shareholders of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or Agreement; PROVIDED, HOWEVER, that the issuance Board of Acquiror Common Stock in Directors of the MergerCompany may, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time. (b) If at any time prior to the Effective Time Time, withdraw, modify or change any such recommendation to the extent that the Board of Directors of the Company determines in good faith after consultation with independent legal counsel that the failure to so withdraw, modify or change its recommendation would cause the Board of Directors of the Company to breach its fiduciary duties to the Company's shareholders under applicable Law. (g) The Parent Proxy Statement shall include the recommendation of the Supervisory Board and the Management Board of Parent to the shareholders of Parent in favor of the Parent Proposals; PROVIDED, HOWEVER, that the Supervisory Board or the Management Board of Parent may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation to the extent that the Supervisory Board or the Management Board of Parent determines in good faith after consultation with independent legal counsel that the failure to so withdraw, modify or change its recommendation would cause the Supervisory Board or the Management Board of Parent to breach its fiduciary duties to Parent's shareholders under applicable Law. (h) No amendment or supplement to the Company Proxy Statement or the Registration Statement will be made by the Company or Parent without the approval of the other party (such approval not to be unreasonably withheld or delayed). Parent and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of Parent Ordinary Shares, Parent ORAs or Parent OBSAs issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Registration Statement or the Company Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (i) The information supplied by Parent for inclusion in the Registration Statement and the Company Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Company Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time of the Company Stockholders' Meeting and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Registration Statement or the Company Proxy Statement, Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (j) The information supplied by the Company for inclusion in the Registration Statement and the Company Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Company Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time of the Company Stockholders' Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Parent Proxy Statement shall not, at (i) the time the Parent Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Parent, and (ii) the time of the Parent Stockholders' Meeting, and the information supplied by the Company for inclusion in the Other Parent Filings at the time such Other Parent Filings are filed with the COB shall not, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any of its AffiliatesCompany Subsidiary, or its or their respective officers or directors, should be discovered by the Company that which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company will promptly inform the Acquiror, and the Company will undertake to amend or supplement the Proxy Statement accordingly. (c) If at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its Affiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Acquiror will promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly. (d) No amendment or supplement to the Registration Statement Statements or the Proxy Statement will be made by Other Parent Filings, the Acquiror Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the Company without prior consultation other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the other party. The Acquiror applicable requirements of the Securities Act and the Company each will advise rules and regulations thereunder and the other, promptly after it receives noticeExchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statements. and Stockholders' Meetings. (a) As Greystone will file as promptly as practicable after practi- cable a registration statement (the execution of this Agreement, the Acquiror Companies will prepare and file "Registration Statement") on Form S-4 (or whatever other form may be applicable) with the Securities and Exchange Commission (the "SEC") with respect to the issuance of the shares of Common Stock and Class B Common Stock to be issued in the Merger and will use its best efforts to cause the Registration Statement to become effective as (b) Greystone will give lawyers, accountants and Proxy other representatives of Lennar reasonable access during normal business hours to all the books, records and personnel of Greystone and its subsidiaries which will be useful to as- sure that the disclosures about Greystone in the Registration Statement or in documents incorporated by reference into the (c) Lennar will (i) supply to Greystone all information Greystone is required to include in the Registra- tion Statement. Each , including consolidated financial statements of Lennar and its subsidiaries at November 30, 1996 and for the Acquiror Companies three years ended on that date which give effect to the Spin Off and the Company will use have been audited by Deloitte & Touche and any other required financial statements of Lennar and its subsidiaries, and in all reasonable other respects cooperate with Greystone in its efforts to have or cause the Registration Statement to become effective as promptly as practicable, including giving lawyers, accountants and other representatives of Greystone reasonable access during normal business hours to all the books, records and personnel of Lennar and its subsidiaries which will take any action required be useful to be taken under any applicable federal or state securities Laws assure that the disclosures about Lennar in connection with the issuance of shares of Acquiror Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement or in documents incorporated by reference into the Registration Statement are complete and accurate, (ii) recommend to remain effective through the Effective Time. Each its stockholders that they vote in favor of the Acquiror Companies Merger and permit that recommendation to be described in the Company will furnish all information concerning Registration Statement, except to the extent that, although Lennar's Board of Directors does not withdraw its approval of the Merger or take any other action which would prevent its stockholders from voting upon the Merger or prevent the Merger from taking place if this Agreement is adopted by Lennar's stockholders, it and is required by its fiduciary duties to state that it no longer recommends the holders of its capital stock Merger, (iii) as the other may reasonably request in connection with such actions. As promptly as practicable practicable, and in any event within 10 days after the Registration Statement shall have become becomes effective, cause the Company and the Acquiror will each mail the Proxy Statement to its respective stockholders entitled to notice of and to vote at the Company Stockholders' Meeting or the Acquiror Stockholders' Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine proxy statement included in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Company's Board of Directors in favor of the Merger. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time. (b) If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Affiliates, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company will promptly inform the Acquiror, and the Company will undertake to amend or supplement the Proxy Statement accordingly. (c) If at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its Affiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Acquiror will promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly. (d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by the Acquiror or the Company without prior consultation with the other party. The Acquiror and the Company each will advise the other, promptly after it receives noticemailed to its stockholders and

Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will and the Company shall prepare and file with the Commission a joint proxy statement and forms of proxy to be used in connection with the solicitation of proxies to be voted at the Acquiror Stockholders' Meeting with respect to the Share Issuance and in connection with the solicitation of proxies to be voted at the Company Stockholders' Meeting with respect to this Agreement (such joint proxy statement, together with any amendments thereof or supplements thereto effected on or prior to the effective date of the Registration Statement and Statement, being the "Joint Proxy Statement"). At such time as the Acquiror and the Company deem appropriate, the Acquiror shall prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement") containing the Joint Proxy Statement for stockholders of the Acquiror and the Company (the Joint Proxy Statement shall also constitute a prospectus for stockholders of the Company in connection with the registration under the Securities Act of the offering, sale and delivery of the Acquiror Common Stock to be issued pursuant to this Agreement in the Merger to stockholders of the Company and, together, they shall be referred to herein as the "Joint Proxy Statement/Prospectus"). Each of the Acquiror Companies and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. Each of the Acquiror Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and will shall take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of the Acquiror Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement to remain effective through the Effective Time. Each of the Acquiror Companies and the Company will furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the Registration Statement shall have become effective, (x) the Acquiror shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Acquiror's Stockholders' Meeting and (y) the Company and the Acquiror will each shall mail the Joint Proxy Statement Statement/Prospectus to its respective stockholders entitled to notice of and to vote at the Company Stockholders' Meeting Meeting. (b) The information supplied by the Company for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective, 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 not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus shall not, at the date the Joint Proxy Statement/Prospectus (or any supplement thereto) is first mailed to stockholders of the Acquiror, at the date (if different) the Joint Proxy Statement/Prospectus (or any supplement thereto) is first mailed to stockholders of the Company, at the time of the Acquiror Stockholders' Meeting, as applicable. Except as at the Company's Board time (if different) of Directors may otherwise determine in good faiththe Company Stockholders' Meeting or at the Effective Time, after consultation with outside counsel, 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 comply with its fiduciary duty to stockholders as imposed by Lawmake the statements therein, in the Proxy Statement will include the recommendation light of the Company's Board of Directors in favor of the Mergercircumstances under which they were made, not misleading. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time. (b) If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its AffiliatesSubsidiaries, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the Registration AGREEMENT AND PLAN OF MERGER -40- Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform the Acquiror, . All documents that the Company is responsible for filing with the Commission in connection with the transactions contemplated herein shall comply as to form in all material respects with the applicable requirements of the Securities Act and the Company will undertake to amend or supplement the Proxy Statement accordingly. (c) If at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its Affiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Acquiror will promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly. (d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by the Acquiror or the Company without prior consultation with the other party. The Acquiror Regulations thereunder and the Company each will advise Exchange Act and the other, promptly after it receives noticeRegulations thereunder.