Common use of Actions Prior to the Distribution Clause in Contracts

Actions Prior to the Distribution. (a) HBIO and H▇▇▇ shall prepare, and HBIO shall mail, prior to the Distribution Date, to the holders of HBIO Common Stock, such information concerning H▇▇▇, its business, operations and management, the Distribution and such other matters as HBIO shall reasonably determine and as may be required by Law. HBIO shall bear the cost of any such delivery to its stockholders. HBIO and H▇▇▇ will prepare, and H▇▇▇ will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which HBIO determines are necessary or desirable to effectuate the Distribution and HBIO and H▇▇▇ shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (b) HBIO and H▇▇▇ shall take all such action as may be necessary or appropriate under the securities or blue sky Laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution. (c) HBIO and H▇▇▇ shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 4.3 (subject to Section 11.2(b)) to be satisfied and to effect the Distribution on any Distribution Date. (d) H▇▇▇ shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the H▇▇▇ Common Stock to be distributed in the Distribution on NASDAQ, subject to official notice of distribution.

Actions Prior to the Distribution. (a) HBIO Odetics and H▇▇▇ ATL shall prepare, prepare and HBIO shall mail, prior to the Distribution Date, to the holders of HBIO Odetics Common Stock, such information concerning H▇▇▇ATL, its business, operations and management, the Distribution and such other matters as HBIO Odetics and ATL shall reasonably determine and as may be required by Lawlaw. HBIO shall bear the cost of any such delivery to its stockholders. HBIO Odetics and H▇▇▇ ATL will prepare, and H▇▇▇ ATL will, to the extent required under applicable Lawlaw, file with the SEC Commission any such documentation and any requisite no-no action letters which HBIO Odetics determines are necessary or desirable to effectuate the Distribution and HBIO Odetics and H▇▇▇ ATL shall each use its reasonable best efforts to obtain all necessary approvals from the SEC Commission with respect thereto as soon as practicable. (b) HBIO Odetics and H▇▇▇ ATL shall take all such action as may be necessary or appropriate under the state securities or blue sky Laws laws of the United States (and any comparable Laws laws under any foreign jurisdiction) in connection with the Distribution. (c) HBIO Odetics and H▇▇▇ ATL shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 4.3 7.3(d) (subject to Section 11.2(bSections 7.3(d)) to be satisfied and to effect the Distribution on any the Distribution Date. (d) H▇▇▇ ATL shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the H▇▇▇ ATL Common Stock to be distributed in the Distribution on NASDAQthe Nasdaq National Market, subject to official notice of distribution.

Actions Prior to the Distribution. (a) HBIO a. Odetics and H▇▇▇ ATL shall prepare, prepare and HBIO shall mail, prior to the Distribution Date, to the holders of HBIO Odetics Common Stock, such information concerning H▇▇▇ATL, its business, operations and management, the Distribution and such other matters as HBIO Odetics and ATL shall reasonably determine and as may be required by Lawlaw. HBIO shall bear the cost of any such delivery to its stockholders. HBIO Odetics and H▇▇▇ ATL will prepare, and H▇▇▇ ATL will, to the extent required under applicable Lawlaw, file with the SEC Commission any such documentation and any requisite no-no action letters which HBIO Odetics determines are necessary or desirable to effectuate the Distribution and HBIO Odetics and H▇▇▇ ATL shall each use its reasonable best efforts to obtain all necessary approvals from the SEC Commission with respect thereto as soon as practicable. (b) HBIO b. Odetics and H▇▇▇ ATL shall take all such action as may be necessary or appropriate under the state securities or blue sky Laws laws of the United States (and any comparable Laws laws under any foreign jurisdiction) in connection with the Distribution. (c) HBIO c. Odetics and H▇▇▇ ATL shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 4.3 7.3(d) (subject to Section 11.2(bSections 7.3(d)) to be satisfied and to effect the Distribution on any the Distribution Date. (d) H▇▇▇ d. ATL shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the H▇▇▇ ATL Common Stock to be distributed in the Distribution on NASDAQthe Nasdaq National Market, subject to official notice of distribution.

Actions Prior to the Distribution. (a) HBIO Odetics and H▇▇▇ ATL shall prepare, prepare and HBIO shall mail, prior to the Distribution Date, to the holders of HBIO Odetics Common Stock, such information concerning H▇▇▇ATL, its business, operations and management, the Distribution and such other matters as HBIO Odetics shall reasonably determine and as may be required by Lawlaw. HBIO shall bear the cost of any such delivery to its stockholders. HBIO Odetics and H▇▇▇ ATL will prepare, and H▇▇▇ ATL will, to the extent required under applicable Lawlaw, file with the SEC Commission any such documentation and any requisite no-no action letters which HBIO Odetics determines are necessary or desirable to effectuate the Distribution and HBIO Odetics and H▇▇▇ ATL shall each use its reasonable best efforts to obtain all necessary approvals from the SEC Commission with respect thereto as soon as practicable. (b) HBIO Odetics and H▇▇▇ ATL shall take all such action as may be necessary or appropriate under the securities or blue sky Laws laws of the United States (and any comparable Laws laws under any foreign jurisdiction) in connection with the Distribution. (c) HBIO Odetics and H▇▇▇ ATL shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 4.3 7.3(d) (subject to Section 11.2(bSections 7.3(d)) to be satisfied and to effect the Distribution on any the Distribution Date. (d) H▇▇▇ ATL shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the H▇▇▇ ATL Common Stock to be distributed in the Distribution on NASDAQthe Nasdaq National Market, subject to official notice of distribution.

Actions Prior to the Distribution. (a) HBIO Odetics and H▇▇▇ Iteris shall prepare, prepare and HBIO shall mail, prior to the Distribution Date, to the holders of HBIO Odetics Common Stock, such the Information Statement, which shall include information concerning H▇▇▇Iteris, its business, operations and management, the Distribution and such other matters as HBIO Odetics shall reasonably determine and as may be required by Lawlaw. HBIO shall bear the cost of any such delivery to its stockholders. HBIO Odetics and H▇▇▇ Iteris will prepare, and H▇▇▇ Iteris will, to the extent required under applicable Lawlaw, file with the SEC Commission the Form 10 and any such other documentation which Odetics and any requisite no-action letters which HBIO determines Iteris determine are necessary or desirable to effectuate the Distribution and HBIO Odetics and H▇▇▇ Iteris shall each use its reasonable best efforts to obtain all necessary approvals from the SEC Commission with respect thereto as soon as practicable. (b) HBIO Odetics and H▇▇▇ Iteris shall take all such action as may be necessary or appropriate under the securities or blue sky Laws laws of each of the states of the United States (and any comparable Laws laws under any foreign jurisdiction) in connection with the Distribution. (c) HBIO Odetics and H▇▇▇ Iteris shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 4.3 (subject to Section 11.2(b)) 7.3 to be satisfied and to effect the Distribution on any the Distribution Date. (d) H▇▇▇ Iteris shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the H▇▇▇ Iteris Common Stock to be distributed in the Distribution on NASDAQthe Nasdaq National Market, subject to official notice of distribution.

Actions Prior to the Distribution. (a) HBIO CCI and H▇▇▇ uBid shall prepare, prepare and HBIO shall mail, prior to the Distribution Date, to the holders of HBIO CCI Common Stock, such information concerning H▇▇▇uBid, its business, operations and management, the Distribution and such other matters as HBIO CCI shall reasonably determine and as may be required by Lawlaw. HBIO shall bear the cost of any such delivery to its stockholders. HBIO CCI and H▇▇▇ uBid will prepare, and H▇▇▇ uBid will, to the extent required under applicable Lawlaw, file with the SEC Commission any such documentation and any requisite no-no action letters which HBIO CCI determines are necessary or desirable to effectuate the Distribution and HBIO CCI and H▇▇▇ uBid shall each use its reasonable best efforts to obtain all necessary approvals from the SEC Commission with respect thereto as soon as practicable. (b) HBIO CCI and H▇▇▇ uBid shall take all such action as may be necessary or appropriate under the securities or blue sky Laws laws of the United States (and any comparable Laws laws under any foreign jurisdiction) in connection with the Distribution. (c) HBIO CCI and H▇▇▇ uBid shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 4.3 3.3 (subject to Section 11.2(bSections 3.3(d)) to be satisfied and to effect the Distribution on any the Distribution Date. (d) H▇▇▇ uBid shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing on the NASDAQ Stock Market, subject to official notice of distribution of the H▇▇▇ uBid Common Stock to be distributed in the Distribution on NASDAQDistribution, subject and the shares of uBid Common Stock covered by uBid Options to official notice of distributionbe granted under Section 3.6 below.