AND SPINCO (SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD OR DELAYED).
THE COMPANY WILL ADVISE FOREST AND SPINCO, PROMPTLY AFTER IT RECEIVES NOTICE
THEREOF, OF THE TIME WHEN ANY 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 THE COMPANY COMMON STOCK ISSUABLE IN
CONNECTION WITH THE MERGER FOR OFFERING OR SALE IN ANY JURISDICTION, OR OF ANY
REQUEST BY THE SEC FOR AMENDMENT OF THE PROXY STATEMENT/PROSPECTUS OR ANY
REGISTRATION STATEMENT OR COMMENTS THEREON AND RESPONSES THERETO OR REQUESTS BY
THE SEC FOR ADDITIONAL INFORMATION.
(D)
IF, AT ANY TIME PRIOR TO THE EFFECTIVE TIME, ANY EVENT OR
CIRCUMSTANCE SHOULD OCCUR THAT RESULTS IN THE PROXY STATEMENT/PROSPECTUS OR THE
REGISTRATION STATEMENTS CONTAINING AN UNTRUE STATEMENT OF A MATERIAL FACT OR
OMITTING TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY
TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY ARE MADE, NOT MISLEADING, OR THAT OTHERWISE SHOULD BE DESCRIBED IN AN
AMENDMENT OR SUPPLEMENT TO THE PROXY STATEMENT/PROSPECTUS OR THE REGISTRATION
STATEMENTS, FOREST, SPINCO AND THE COMPANY SHALL PROMPTLY NOTIFY EACH OTHER OF
THE OCCURRENCE OF SUCH EVENT AND THEN PROMPTLY PREPARE, FILE AND CLEAR WITH THE
SEC AND MAIL TO THE COMPANY'S STOCKHOLDERS EACH SUCH AMENDMENT OR SUPPLEMENT.
Section 6.4
Cooperation.
Forest, Spinco and the Company shall
together, or pursuant to the allocation of responsibility set forth below or
otherwise to be agreed upon between them, take action as follows:
(A)
THE COMPANY SHALL TAKE ALL SUCH ACTION AS MAY REASONABLY BE
REQUIRED UNDER STATE SECURITIES OR "BLUE SKY" LAWS IN CONNECTION WITH THE
ISSUANCE OF SHARES OF COMPANY COMMON STOCK PURSUANT TO THE MERGER;
(B)
FOREST, SPINCO AND THE COMPANY SHALL COOPERATE WITH ONE ANOTHER TO
THE EXTENT REASONABLY NECESSARY OR COMMERCIALLY APPROPRIATE IN PROMPTLY MAKING
ANY FILINGS WITH, AND SEEKING ANY CONSENTS OR APPROVALS FROM, GOVERNMENTAL
AUTHORITIES NECESSARY FOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT;
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(C)
AS PROMPTLY AS PRACTICABLE, THE COMPANY SHALL MAKE APPLICATION TO
THE NYSE OR NASDAQ FOR THE LISTING OR QUOTATION OF THE SHARES OF COMPANY COMMON
STOCK TO BE ISSUED PURSUANT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
AND THE DISTRIBUTION AGREEMENT AND USE ALL COMMERCIALLY REASONABLE EFFORTS TO
CAUSE SUCH SHARES TO BE APPROVED FOR LISTING;
(D)
FOREST, SPINCO AND THE COMPANY SHALL, AS PROMPTLY AS PRACTICABLE,
MAKE ANY REQUIRED FILINGS AND ANY OTHER REQUIRED OR REQUESTED SUBMISSIONS UNDER
THE HSR ACT, PROMPTLY RESPOND TO ANY REQUESTS FOR ADDITIONAL INFORMATION FROM
EITHER THE FEDERAL TRADE COMMISSION OR THE DEPARTMENT OF JUSTICE; AND COOPERATE
IN THE PREPARATION OF, AND COORDINATE, SUCH FILINGS, SUBMISSIONS AND RESPONSES
(INCLUDING THE EXCHANGE OF DRAFTS BETWEEN EACH PARTY'S OUTSIDE COUNSEL) SO AS TO
REDUCE THE LENGTH OF ANY REVIEW PERIODS; AND
(E)
FOREST, SPINCO AND THE COMPANY SHALL PROMPTLY PROVIDE OUTSIDE
COUNSEL FOR THE OTHER PARTIES FOR THEIR CONFIDENTIAL REVIEW COPIES OF ALL
FILINGS PROPOSED