Common use of The Ipo and Actions Pending the Ipo Clause in Contracts

The Ipo and Actions Pending the Ipo. 8.1 Transactions Prior to the IPO. (a) Subject to the conditions specified in Section 8.2 hereof, CBI and CONVERGYS shall use their reasonable best efforts to consummate the IPO. Such actions shall include, but shall not necessarily be limited to, those specified in this Section 8.1. (b) CONVERGYS shall file with the Securities and Exchange Commission (the "Commission") the IPO registration statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by law or by the Underwriters, including, but not limited to, filing such amendments to the IPO registration statement as may be required by the Underwriting Agreement, the Commission or federal, state or foreign securities laws. CBI and CONVERGYS shall also cooperate in preparing, filing with the Commission and causing to become effective a registration statement registering the Common Shares under the Exchange Act, and any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreements. (c) CONVERGYS, CBI, CBIS and MATRIXX shall enter into an Underwriting Agreement (the "Underwriting Agreement"), with underwriters selected jointly by CBI and CONVERGYS (the "Underwriters") in form and substance reasonably satisfactory to CONVERGYS, CBI, CBIS and MATRIXX and shall comply with their respective obligations thereunder. (d) CBI and CONVERGYS shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (e) CONVERGYS shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the IPO. (f) CONVERGYS shall prepare, file and use its reasonable best efforts to seek to make effective an application for listing of the Common Shares issued in the IPO on the New York Stock Exchange, subject to official notice of issuance. (g) CONVERGYS shall participate in the preparation of materials and presentations as the Underwriters shall deem necessary or desirable. (h) CONVERGYS shall pay all third party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters' discount as provided in the Underwriting Agreement.

The Ipo and Actions Pending the Ipo. 8.1 6.1 Transactions Prior to the IPO. (a) Subject to the conditions specified in Section 8.2 6.3 hereof, CBI Odetics and CONVERGYS ATL shall use their reasonable best efforts to consummate the IPO. Such actions shall include, but shall not necessarily be limited to, those specified in this Section 8.1.6.1 (b) CONVERGYS ATL shall file with the Securities and Exchange Commission (the "Commission") the IPO registration statementRegistration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by law or by the Underwriters, including, but not limited to, filing such amendments to the IPO registration statement ATL's Registration Statement on Form S-1 as may be required by the Underwriting Agreement, the Commission or federal, state or foreign securities laws. CBI Odetics and CONVERGYS ATL shall also cooperate in preparing, filing with the Securities and Exchange Commission (the "Commission") and causing to become effective a registration statement registering the ATL Common Shares Stock under the Exchange Act, and any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreements. (c) CONVERGYS, CBI, CBIS ATL and MATRIXX Odetics shall enter into an Underwriting Agreement (the "Underwriting Agreement"), with underwriters selected jointly by CBI and CONVERGYS (the "Underwriters") in form and substance reasonably satisfactory to CONVERGYSATL and Odetics, CBI, CBIS and MATRIXX and shall comply with their respective obligations thereunder. (d) CBI Odetics and CONVERGYS ATL shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (e) CONVERGYS ATL shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the IPO. (f) CONVERGYS ATL shall prepare, file and use its reasonable best efforts to seek to make effective effective, an application for listing of the Class A Common Shares Stock of ATL (the "ATL Common Stock") issued in the IPO on the New York Stock ExchangeNasdaq National Market, subject to official notice of issuance. (g) CONVERGYS ATL and Odetics shall participate in the preparation of materials and presentations as the Underwriters shall deem necessary or desirable. (h) CONVERGYS ATL shall pay all third party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters' discount as provided in the Underwriting Agreement.

The Ipo and Actions Pending the Ipo. 8.1 5.1. Transactions Prior to the IPO. (a) . Subject to the conditions specified in Section 8.2 5.3, as soon as practicable after the date hereof, CBI Plains and CONVERGYS Spinco shall use their reasonable best efforts Reasonable Efforts to consummate the IPO. Such actions efforts shall include, but shall not necessarily be limited to, include those specified in this Section 8.15.1. (ba) CONVERGYS On a date mutually agreed upon by Plains and Spinco, Spinco shall file with the Securities and Exchange Commission (the "Commission") the IPO registration statementRegistration Statement, and shall use its Reasonable Efforts to cause such IPO Registration Statement to become effective, including by filing such amendments or supplements thereto, thereto as may be necessary or appropriate, responding promptly to any comments of the Commission and taking such other action in order to cause the same to become and remain effective as required by law or by the Underwriters, including, but not limited to, filing such amendments to the IPO registration statement connection therewith as may be required reasonably requested by the Underwriting Agreement, the Commission or federal, state or foreign securities lawsPlains. CBI Plains and CONVERGYS Spinco shall also cooperate in preparing, filing with the Commission and causing to become effective a registration statement registering the Spinco Common Shares Stock under the Exchange Act, and any registration statements or amendments thereof which that are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreements. (cb) CONVERGYS, CBI, CBIS and MATRIXX Spinco shall enter into an Underwriting Agreement underwriting agreement with the Underwriters (the "Underwriting Agreement"), with underwriters selected jointly by CBI and CONVERGYS (the "Underwriters") in form and substance reasonably satisfactory to CONVERGYSPlains and Spinco, CBI, CBIS and MATRIXX and shall comply with their respective its obligations thereunder. (dc) CBI Plains and CONVERGYS Spinco shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (ed) CONVERGYS Spinco shall use its reasonable best efforts Reasonable Efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the IPO. (fe) CONVERGYS Spinco shall prepare, file and use its reasonable best efforts Reasonable Efforts to seek to make effective effective, an application for listing of the Spinco Common Shares Stock issued in the IPO on the New York Stock ExchangeNYSE, subject to official notice of issuance. (g) CONVERGYS shall participate in the preparation of materials and presentations as the Underwriters shall deem necessary or desirable. (h) CONVERGYS shall pay all third party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters' discount as provided in the Underwriting Agreement.

The Ipo and Actions Pending the Ipo. 8.1 A. Transactions Prior to the IPO.. ----------------------------- (a) a. Subject to the conditions specified in Section 8.2 6.3 hereof, CBI Odetics and CONVERGYS ATL shall use their reasonable best efforts to consummate the IPO. Such actions shall include, but shall not necessarily be limited to, those specified in this Section 8.1.6.1 (b) CONVERGYS b. ATL shall file with the Securities and Exchange Commission (the "Commission") the IPO registration statementRegistration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by law or by the Underwriters, including, but not limited to, filing such amendments to the IPO registration statement ATL's Registration Statement on Form S-1 as may be required by the Underwriting Agreement, the Commission or federal, state or foreign securities laws. CBI Odetics and CONVERGYS ATL shall also cooperate in preparing, filing with the Securities and Exchange Commission (the "Commission") and causing to become effective a registration statement ---------- registering the ATL Common Shares Stock under the Exchange Act, and any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreements. (c) CONVERGYS, CBI, CBIS c. ATL and MATRIXX Odetics shall enter into an Underwriting Agreement (the "Underwriting Agreement"), with underwriters selected jointly by CBI and CONVERGYS (the "Underwriters") in form and substance reasonably satisfactory to CONVERGYSATL and Odetics, CBI, CBIS and MATRIXX and shall comply with their respective obligations thereunder. (d) CBI d. Odetics and CONVERGYS ATL shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (e) CONVERGYS e. ATL shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the IPO. (f) CONVERGYS f. ATL shall prepare, file and use its reasonable best efforts to seek to make effective effective, an application for listing of the Class A Common Shares Stock of ATL (the "ATL Common Stock") issued in the IPO on the New York Stock ExchangeNasdaq National Market, ---------------- subject to official notice of issuance. (g) CONVERGYS g. ATL and Odetics shall participate in the preparation of materials and presentations as the Underwriters shall deem necessary or desirable. (h) CONVERGYS h. ATL shall pay all third party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters' discount as provided in the Underwriting Agreement.

The Ipo and Actions Pending the Ipo. 8.1 3.1. Transactions Prior to the IPO. (a) . Subject to the conditions specified in Section 8.2 hereof3.3, CBI PC Mall and CONVERGYS eCOST shall use their commercially reasonable best efforts to consummate the IPO. Such actions shall include, but shall not necessarily be limited to, those specified in this Section 8.1. (b) CONVERGYS 3.1. eCOST shall file with the Securities and Exchange Commission (the "Commission") the IPO registration statement, and such amendments or supplements thereto, to the IPO Registration Statement as may be necessary in order to cause the same to become and remain effective as required by law or by the Underwriters, including, but not limited to, filing such amendments to the IPO registration statement Registration Statement as may be required by the Underwriting Agreement, the Commission SEC or federal, state or foreign securities laws. CBI PC Mall and CONVERGYS eCOST shall also cooperate in preparing, filing with the Commission SEC and causing to become effective a registration statement registering the eCOST Common Shares Stock under the Exchange Act, and any registration statements or amendments thereof thereto which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution or the other transactions contemplated by this Agreement and or the Ancillary Agreements. (ca) CONVERGYS, CBI, CBIS and MATRIXX eCOST shall enter into an Underwriting Agreement (the "Underwriting Agreement"), with underwriters selected jointly by CBI and CONVERGYS (the "Underwriters") in form and substance reasonably satisfactory to CONVERGYS, CBI, CBIS eCOST and MATRIXX PC Mall and shall comply with their respective its obligations thereunder. (db) CBI PC Mall and CONVERGYS eCOST shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (ec) CONVERGYS eCOST shall use its commercially reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the IPO. (fd) CONVERGYS eCOST shall prepare, file and use its commercially reasonable best efforts to seek to make effective effective, an application for listing of the eCOST Common Shares Stock issued in the IPO on the New York Stock ExchangeNasdaq National Market, subject to official notice of issuance. (ge) CONVERGYS eCOST shall participate in the preparation of materials and presentations as the Underwriters shall deem necessary or desirable. (hf) CONVERGYS eCOST shall pay all third party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters' discount as provided in the Underwriting Agreement.

The Ipo and Actions Pending the Ipo. 8.1 Transactions Prior 3.1 The IPO. Venator shall cooperate with, and take all actions reasonably requested by, Huntsman in connection with the IPO. In furtherance thereof, to the IPO.extent not undertaken and completed prior to the execution of this Agreement: (a) Subject to the conditions specified in Section 8.2 hereof, CBI and CONVERGYS shall use their reasonable best efforts to consummate the IPO. Such actions shall include, but shall not necessarily be limited to, those specified in this Section 8.1. (b) CONVERGYS Venator shall file with the Securities and Exchange Commission (the "Commission") the IPO registration statementRegistration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by law or by the Underwriters, including, but not limited to, filing such amendments to the IPO registration statement as may be required by the Equity Underwriting Agreement, the Commission or SEC and applicable Law, including federal, state or foreign securities lawsLaws. CBI and CONVERGYS Venator shall also cooperate in preparing, filing with the Commission SEC and causing to become effective a registration statement registering the Common Venator Ordinary Shares under the Exchange Act, and any registration statements or amendments thereof which that are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution IPO or the other transactions contemplated by this Agreement and the Ancillary Agreements. (cb) CONVERGYS, CBI, CBIS and MATRIXX Venator shall enter into an Underwriting Agreement (the "Equity Underwriting Agreement"), with underwriters selected jointly by CBI and CONVERGYS (the "Underwriters") in form and substance reasonably satisfactory to CONVERGYS, CBI, CBIS and MATRIXX Huntsman and shall comply with their respective its obligations thereunder. (dc) CBI and CONVERGYS shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (e) CONVERGYS Venator shall use its reasonable best commercially reasonably efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable laws Laws under any foreign jurisdictions) in connection with the IPO. (d) Venator shall participate in the preparation of materials and presentations as Huntsman and the Equity Underwriters shall deem necessary or desirable in connection with the IPO. (e) Venator will cooperate in all respects with Huntsman and the Equity Underwriters in connection with the pricing of the Venator Ordinary Shares to be sold in the IPO and the timing of the IPO and will, at such party’s request, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the IPO Registration Statement and the Equity Underwriting Agreement. (f) CONVERGYS Venator shall prepare, file and use its commercially reasonable best efforts to seek to make effective an application for listing of the Common Venator Ordinary Shares issued sold in the IPO on the New York Stock Exchange, subject to official notice of issuance. (g) CONVERGYS shall participate in the preparation of materials and presentations as the Underwriters shall deem necessary or desirable. (h) CONVERGYS shall pay all third party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters' discount as provided in the Underwriting Agreement.

The Ipo and Actions Pending the Ipo. 8.1 3.1. Transactions Prior to the IPO. (a) Subject to the conditions specified in Section 8.2 hereof3.3, CBI Lucent and CONVERGYS Agere shall use their reasonable best efforts to consummate the IPO. Such actions shall include, but shall not necessarily be limited to, those specified in this Section 8.13.1. (b) CONVERGYS Agere shall file with the Securities and Exchange Commission (the "Commission") the IPO registration statementRegistration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by law or by the Underwriters, including, but not limited to, filing such amendments to the IPO registration statement Registration Statement as may be required by the Underwriting Agreement, the Commission or federal, state or foreign securities laws. CBI Lucent and CONVERGYS Agere shall also cooperate in preparing, filing with the Commission and causing to become effective a registration statement registering the Agere Common Shares Stock under the Exchange Act, and any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreements. (c) CONVERGYS, CBI, CBIS and MATRIXX Agere shall enter into an Underwriting Agreement (the "Underwriting Agreement"), with underwriters selected jointly by CBI and CONVERGYS (the "Underwriters") in form and substance reasonably satisfactory to CONVERGYS, CBI, CBIS and MATRIXX Agere and shall comply with their respective its obligations thereunder. (d) CBI Lucent and CONVERGYS Agere shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (e) CONVERGYS Agere shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the IPO. (f) CONVERGYS Agere shall prepare, file and use its reasonable best efforts to seek to make effective effective, an application for listing of the Agere Common Shares Stock issued in the IPO on the New York Stock ExchangeNYSE, subject to official notice of issuance. (g) CONVERGYS Agere shall participate in the preparation of materials and presentations as Lucent or the Underwriters shall deem necessary or desirable. (h) CONVERGYS Agere shall pay all third party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters' discount as provided in the Underwriting Agreement.