Common use of Cooperation Prior to the Distribution Clause in Contracts

Cooperation Prior to the Distribution. (a) L-3 and Spinco shall prepare, and L-3 shall mail to the holders of L-3 Common Stock, the Information Statement, which shall set forth appropriate disclosure concerning Spinco, the Distribution and any other appropriate matters. L-3 and Spinco shall also prepare, and Spinco shall file with the Commission, the Form 10, which shall include the Information Statement. L-3 and Spinco shall use commercially reasonable efforts to cause the Form 10 to become effective under the Exchange Act. (b) L-3 shall cause L-3 Corp, as the sole shareholder of Spinco, to approve and adopt the Spinco employee benefit plans contemplated by the Employee Matters Agreement and L-3 and Spinco shall cooperate in preparing, filing with the Commission under the Securities Act and causing to become effective not later than the Distribution Date any registration statements or amendments thereto that are appropriate to reflect the establishment of or amendments to any employee benefit plan of Spinco contemplated by the Employee Matters Agreement, including a Form S-8 with respect thereto. (c) Spinco shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any Ancillary Agreement. (d) Spinco shall prepare, file, and use all reasonable efforts to cause to be approved prior to the Record Date, the application to permit listing of the Spinco Common Stock on the NYSE.

Cooperation Prior to the Distribution. (a) L-3 PNX and Spinco shall prepare, and L-3 PNX shall mail to the holders of L-3 PNX Common Stock, the Information Statement, which shall set forth appropriate disclosure concerning Spinco, the Distribution and any other appropriate matters. L-3 PNX and Spinco shall also prepare, and Spinco shall file with the Commission, the Form 10, which shall include the Information Statement. L-3 PNX and Spinco shall use commercially reasonable efforts to cause the Form 10 to become effective under the Exchange Act. (b) L-3 shall cause L-3 CorpPNX shall, as the sole shareholder of Spinco, to approve and adopt the Spinco employee benefit plans contemplated by the Employee Matters Agreement and L-3 PNX and Spinco shall cooperate in preparing, filing with the Commission under the Securities Act and causing to become effective not later than the Distribution Date any registration statements or amendments thereto that are appropriate to reflect the establishment of or amendments to any employee benefit plan of Spinco contemplated by the Employee Matters Agreement, including without limitation, a Form S-8 with respect thereto. (c) PNX and Spinco shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any Ancillary Agreement. (d) Spinco shall prepare, file, and use all reasonable efforts to cause to be approved prior to the Record Date, the application to permit listing of the Spinco Common Stock on the NYSENASDAQ.

Cooperation Prior to the Distribution. (a) L-3 Parent and Spinco shall prepare, and L-3 Parent shall mail to the holders of L-3 Parent Common Stock or Parent Preferred Stock, the Information Statement, which shall set forth appropriate disclosure concerning Spinco, the Distribution and any other appropriate matters. L-3 Parent and Spinco shall also prepare, and Spinco shall file with the Commission, the Form 10, which shall include the Information Statement. L-3 Parent and Spinco shall use commercially reasonable efforts to cause the Form 10 to become effective under the Exchange Act. (b) L-3 shall cause L-3 CorpParent shall, as the sole shareholder of Spinco, to approve and adopt the Spinco employee benefit plans contemplated by the Employee Matters Agreement and L-3 Parent and Spinco shall cooperate in preparing, filing with the Commission under the Securities Act and causing to become effective not later than the Distribution Date any registration statements or amendments thereto that are appropriate to reflect the establishment of or amendments to any employee benefit plan of Spinco contemplated by the Employee Matters Agreement, including without limitation, a Form S-8 with respect thereto. (c) Parent and Spinco shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any Ancillary Agreement. (d) Spinco shall prepare, file, and use all reasonable efforts to cause to be approved prior to the Record Date, the application to permit listing of the Spinco Common Stock on the NYSENASDAQ.

Cooperation Prior to the Distribution. (a) L-3 Parent and Spinco shall prepare, and L-3 Parent shall mail to the holders of L-3 Parent Common StockStock , the Information Statement, which shall set forth appropriate disclosure concerning Spinco, the Distribution and any other appropriate matters. L-3 Parent and Spinco shall also prepare, and Spinco shall file with the Commission, the Form 10, which shall include the Information Statement. L-3 Parent and Spinco shall use commercially reasonable efforts to cause the Form 10 to become effective under the Exchange Act. (b) L-3 shall cause L-3 CorpParent shall, as the sole shareholder of Spinco, to approve and adopt the Spinco employee benefit plans contemplated by the Employee Matters Agreement and L-3 Parent and Spinco shall cooperate in preparing, filing with the Commission under the Securities Act and causing to become effective not later than the Distribution Date any registration statements or amendments thereto that are appropriate to reflect the establishment of or amendments to any employee benefit plan of Spinco contemplated by the Employee Matters Agreement, including without limitation, a Form S-8 with respect thereto. (c) Parent and Spinco shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any Ancillary Agreement. (d) Spinco shall prepare, file, and use all reasonable efforts to cause to be approved prior to the Record Date, the application to permit listing of the Spinco Common Stock on the NYSENASDAQ.

Cooperation Prior to the Distribution. Prior to the Merger Effective Date: (a) L-3 NSU and Spinco shall prepareprepare and shall use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act. Once declared effective under the Securities Act, and L-3 NSU shall mail to the holders of L-3 NSU Common Stock, Stock the Information prospectus included in the Registration Statement, which shall set forth appropriate disclosure concerning Spinco, the Distribution and any other appropriate matters. L-3 NSU and Spinco shall also prepare, and Spinco shall file with the Commission, a Form 8-A, to register the Form 10, which shall include Spinco Common Stock under the Information StatementExchange Act. L-3 NSU and Spinco shall use commercially all reasonable efforts to cause the Form 10 8-A to become effective under the Exchange Act. (b) L-3 shall cause L-3 Corp, as the sole shareholder of Spinco, to approve and adopt the Spinco employee benefit plans contemplated by the Employee Matters Agreement and L-3 NSU and Spinco shall cooperate in preparing, filing with the Commission under the Securities Act and causing to become effective not later than the Distribution Date any registration statements or amendments thereto that thereof which are appropriate to reflect the establishment of of, or amendments to to, any employee benefit plan of Spinco and other plans contemplated by the Employee Matters Agreement, including a Form S-8 with respect theretoArticle VI. (c) NSU and Spinco shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the Distribution and the other transactions contemplated by this Agreement or any Ancillary Agreement. (d) NSU and Spinco shall prepare, fileand Spinco shall file and pursue, and use all reasonable efforts to cause to be approved prior to the Record Date, the an application to permit listing of the Spinco Common Stock on the NYSENASDAQ National Market.