Common use of Preparation of Proxy Statement; Stockholders Meeting Clause in Contracts

Preparation of Proxy Statement; Stockholders Meeting. (a) Form S-4 and Proxy Statement. As soon as practicable following the date of this Agreement, (i) UTG and Acap will jointly prepare a proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement”) to be sent to the holders of Acap Common Stock relating to the meeting of such holders (the “Stockholders’ Meeting”) to be held to consider adoption of this Agreement and (ii) UTG shall prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (as amended or supplemented from time to time, the “Form S-4”), in which the Proxy Statement will be included as a prospectus, in connection with the registration under the 1933 Act of UTG Common Stock to be issued in the Merger. UTG will, as promptly as practicable after receipt thereof, provide Acap copies of any written comments and advise Acap of any oral comments with respect to the Form S-4 received from the SEC. The Parties will cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement or the Form S-4 prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision in this Agreement to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement or the Form S-4 will be made without the approval of both Parties, which approval will not be unreasonably withheld or delayed; provided that with respect to documents filed by UTG which are incorporated by reference in the Form S-4 or the Proxy Statement, this right of approval will apply only with respect to information relating to Acap or its business, financial condition or results of operations. UTG and Acap will use their respective reasonable best efforts to have the Form S-4 declared effective under the 1933 Act as promptly as practicable after such filing, keep the Form S-4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the 1933 Act. Acap will use its reasonable best efforts to cause the Proxy Statement to be mailed to Acap’s stockholders as promptly as practicable after the Form S-4 is declared effective under the 1933 Act. UTG shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of UTG Common Stock pursuant to this Agreement and Acap will furnish all information concerning Acap and the holders of Acap Common Stock as may be reasonably requested in connection with any such action. UTG will advise Acap, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of UTG Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to Acap or UTG, or any of their respective Affiliates, officers or directors, should be discovered by Acap or UTG which should be set forth in an amendment or supplement to the Form S-4, or the Proxy Statement included in the Form S-4, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party and the Parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable law, in the disseminating the information contained in such amendment or supplement to the stockholders of Acap.

Preparation of Proxy Statement; Stockholders Meeting. (a) Form S-4 and Proxy Statement. As soon promptly as reasonably practicable following the date of this Agreementhereof, (i) UTG MUSE and Acap will jointly prepare a proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement”) to be sent to the holders of Acap Common Stock relating to the meeting of such holders (the “Stockholders’ Meeting”) to be held to consider adoption of this Agreement and (ii) UTG AVS shall prepare and file with the Securities SEC mutually acceptable proxy materials which shall constitute the Proxy Statement/ Prospectus (such proxy statement/prospectus, and Exchange Commission (any amendments or supplements thereto, the “SEC”"Proxy Statement/Prospectus") and MUSE shall prepare and file a registration statement on Form S-4 (as amended or supplemented from time to time, the “"Form S-4”") with respect to the issuance of MUSE Common Stock in the Merger (the "Share Issuance"), in which the . The Proxy Statement Statement/Prospectus will be included in and will constitute a part of the Form S-4 as a MUSE's prospectus, . The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in connection all material respects with the registration under applicable provisions of the 1933 Securities Act and the Exchange Act and the rules and regulations thereunder. Each of UTG Common Stock MUSE and AVS shall use reasonable best efforts to be issued in have the MergerForm S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. UTG willMUSE and AVS shall, as promptly as practicable after receipt thereof, provide Acap the other party copies of any written comments and advise Acap the other party of any oral comments comments, with respect to the Form S-4 Proxy Statement/Prospectus received from the SEC. The Parties MUSE will cooperate and provide the other AVS with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement or the Form S-4 prior to filing such with the SEC, and will provide each other AVS with a copy of all such filings made with the SEC. Notwithstanding any other provision in this Agreement herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement Statement/Prospectus or the Form S-4 will be made without the approval of both Parties, which approval will not be unreasonably withheld or delayed; provided that with respect to documents filed by UTG which are incorporated by reference in the Form S-4 or the Proxy Statement, this right of approval will apply only with respect to information relating to Acap or its business, financial condition or results of operations. UTG and Acap will use their respective reasonable best efforts to have the Form S-4 declared effective under the 1933 Act as promptly as practicable after such filing, keep the Form S-4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the 1933 Act. Acap will use its reasonable best efforts to cause the Proxy Statement to be mailed to Acap’s stockholders as promptly as practicable after the Form S-4 is declared effective under the 1933 Act. UTG shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of UTG Common Stock pursuant to this Agreement and Acap will furnish all information concerning Acap and the holders of Acap Common Stock as may be reasonably requested in connection with any such action. UTG will advise Acap, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of UTG Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to Acap or UTG, or any of their respective Affiliates, officers or directors, should be discovered by Acap or UTG which should be set forth in an amendment or supplement to the Form S-4, or the Proxy Statement included in the Form S-4, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party and the Parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable law, in the disseminating the information contained in such amendment or supplement to the stockholders of Acap.

Preparation of Proxy Statement; Stockholders Meeting. (a) Form S-4 and Proxy Statement. As soon promptly as reasonably practicable following the date of this Agreement, (i) UTG Dura shall prepare, with the cooperation of Elan, and Acap will jointly prepare shall cause to be filed with the SEC proxy materials which shall constitute a proxy statement/prospectus with respect to the Dura Stockholders Meeting (as amended such proxy statement, and any amendments or supplemented from time to timesupplements thereto, the “Proxy Statement”"PROXY STATEMENT/PROSPECTUS") to be sent to and Elan shall prepare, with the holders cooperation of Acap Common Stock relating to the meeting of such holders (the “Stockholders’ Meeting”) to be held to consider adoption of this Agreement and (ii) UTG shall prepare Dura, and file with or confidentially submit to the Securities and Exchange Commission (the “SEC”) SEC a registration statement on Form S-4 F-4 with respect to the issuance of the Elan ADSs in the Merger (as amended such Form F-4, and any amendments or supplemented from time to timesupplements thereto, the “Form S-4”"FORM F-4"), in which the . The Proxy Statement Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form F-4 as Elan's prospectus. Dura shall, in connection with the registration under cooperation of Elan, use commercially reasonable efforts to have the 1933 Act Proxy Statement/Prospectus cleared by the SEC and Elan shall, with the cooperation of UTG Common Stock Dura, use commercially reasonable efforts to be issued in have the MergerForm F-4 declared effective by the SEC and to keep the Form F-4 effective as long is necessary to consummate the Merger and the transactions contemplated hereby. UTG willElan and Dura shall, as promptly as practicable after receipt thereof, provide Acap copies advise the other party of any written comments and advise Acap of any oral comments with respect to the Proxy Statement/Prospectus or the Form S-4 F-4 received from the SEC. The Parties will Elan and Dura shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement or Statement/Prospectus and the Form S-4 F-4 prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision in this Agreement herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement Statement/Prospectus or the Form S-4 will F-4 shall be made without the approval of both Partiesparties, which approval will shall not be unreasonably withheld or delayed; provided that PROVIDED that, with respect to documents filed by UTG a party which are incorporated by reference in the Form S-4 or F-4 of the Proxy Statement/Prospectus, this right of approval will shall apply only with respect to information relating to Acap the other party or its business, financial condition or results of operations; and PROVIDED, FURTHER, that Dura, in connection with a Change in the Dura Recommendation (as defined in Section 5.1(b)) made in accordance with Section 5.1(b), may amend or supplement the Proxy Statement/Prospectus or the Form F-4 (including by incorporation by reference) pursuant to a Qualifying Amendment (as defined below) to effect such a Change in the Dura Recommendation, and in such event, this right of approval of Elan shall apply only to information relating to Elan or its business, financial condition or results of operations. UTG A "QUALIFYING AMENDMENT" means an amendment or supplement to the Proxy Statement/Prospectus or the Form F-4 (including by incorporation by reference) to the extent it contains (i) a Change in the Dura Recommendation made in accordance with Section 5.1(b), (ii) a statement of the reasons of the Board of Directors of Dura for making such Change in the Dura Recommendation and Acap (iii) additional information directly related to the foregoing. Dura will use their respective reasonable best efforts to have the Form S-4 declared effective under the 1933 Act as promptly as practicable after such filing, keep the Form S-4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the 1933 Act. Acap will use its reasonable best efforts to cause the Proxy Statement Statement/Prospectus to be mailed to Acap’s Dura stockholders as promptly as practicable after the Form S-4 F-4 is declared effective under the 1933 Securities Act. UTG Elan shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of UTG Common Stock pursuant to this Agreement the Elan ADSs in the Merger and Acap will Dura shall furnish all information concerning Acap Dura and the holders of Acap Dura Common Stock as may be reasonably requested in connection with any such action. UTG Each party will advise Acapthe other party, promptly after it receives notice thereof, of the time when the Form S-4 F-4 has become effective, the issuance of any stop order or order, the suspension of the qualification of UTG Common Stock the Elan ADSs issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form F-4. If at any time prior to the Effective Time any information relating to Acap Elan or UTGDura, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered by Acap Elan or UTG Dura which should be set forth in an amendment or supplement to either of the Form S-4, F-4 or the Proxy Statement included in the Form S-4, Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which party that discovers such information shall promptly notify the other Party and party hereto and, to the Parties shall cooperate in the prompt filing with the SEC of extent required by law, rules or regulations, an appropriate amendment or supplement describing such information and, to shall be promptly filed with the extent required by applicable law, in the disseminating the information contained in such amendment or supplement SEC and disseminated to the stockholders of AcapDura.

Preparation of Proxy Statement; Stockholders Meeting. (a) Form S-4 and Proxy Statement. As soon promptly as reasonably practicable following the date of this Agreementhereof, Alpha and Conexant shall prepare and Alpha shall file with the SEC proxy materials which shall constitute the Proxy Statement/ Prospectus to be mailed to Alpha's stockholders in connection with the Alpha Stockholders Meeting (i) UTG and Acap will jointly prepare a such proxy statement/prospectus (as amended prospectus, and any amendments or supplemented from time to timesupplements thereto, the “"Proxy Statement”Statement/ A-33 Prospectus") to be sent to the holders of Acap Common Stock relating to the meeting of such holders (the “Stockholders’ Meeting”) to be held to consider adoption of this Agreement and (ii) UTG Conexant and Alpha shall prepare and Alpha shall file with the Securities and Exchange Commission (the “SEC”) SEC a registration statement on Form S-4 with respect to the issuance of Alpha Common Stock in the Merger (as amended or supplemented from time to time, the “"Form S-4”"), in which the . The Proxy Statement Statement/Prospectus will be included in and will constitute a part of the Form S-4 as a prospectus, Alpha's prospectus and will be mailed to Conexant's stockholders as an Information Statement in connection with the registration under Distribution. The Form S-4 and the 1933 Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of UTG Common Stock the SEC thereunder. Alpha shall use reasonable best efforts to be issued in have the MergerProxy Statement/Prospectus cleared by the SEC as promptly as reasonably practicable after filing with the SEC, to have the Form S-4 declared effective by the SEC as promptly as reasonably practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. UTG willAlpha shall, as promptly as practicable after receipt thereof, provide Acap to Conexant copies of any written comments and advise Acap Conexant of any oral comments with respect to the Proxy Statement/Prospectus and the Form S-4 received from the SEC. The Parties will cooperate and Alpha shall provide the other Conexant with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement Form S-4 or the Form S-4 Proxy Statement/Prospectus prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision in this Agreement herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement Statement/Prospectus or the Form S-4 will shall be made without the approval of both PartiesConexant and Alpha, which approval will shall not be unreasonably withheld or delayed; provided that with respect to documents filed by UTG which are incorporated by reference in the Form S-4 or the Proxy Statement, this right of approval will apply only with respect to information relating to Acap or its business, financial condition or results of operations. UTG and Acap Alpha will use their respective reasonable best efforts to have the Form S-4 declared effective under the 1933 Act as promptly as practicable after such filing, keep the Form S-4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the 1933 Act. Acap will use its reasonable best efforts to cause the Proxy Statement Statement/ Prospectus to be mailed to Acap’s stockholders Alpha's stockholders, and Conexant will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Conexant's stockholders, in each case as promptly as practicable after the Proxy Statement/Prospectus is cleared by the SEC and the Form S-4 is declared effective under the 1933 Securities Act. UTG Alpha shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of UTG Alpha Common Stock pursuant to this Agreement in the Merger and Acap will Alpha and Conexant shall furnish all information concerning Acap Alpha, Washington and Conexant and the holders of Acap Conexant Common Stock as may be reasonably requested in connection with any such action. UTG Alpha will advise AcapConexant, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or with respect to the Form S-4, the suspension of the qualification of UTG the Alpha Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time any information relating to Acap Alpha or UTGWashington, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered by Acap Alpha or UTG Conexant which should be set forth in an amendment or supplement to the Form S-4, S-4 or the Proxy Statement included in the Form S-4, Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party party which discovers such information shall promptly notify the other Party and parties hereto and, to the Parties shall cooperate in the prompt filing with the SEC of extent required by Applicable Laws, an appropriate amendment or supplement describing such information and, to shall be promptly filed with the extent required by applicable law, in the disseminating the information contained in such amendment or supplement SEC and disseminated to the stockholders of AcapAlpha and Conexant. (b) Alpha shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders on a date determined in accordance with the mutual agreement of Alpha and Conexant (the "Alpha Stockholders Meeting") for the purpose of obtaining the Required Alpha Vote with respect to the transactions contemplated by this Agreement and shall take all lawful action to solicit the approval and adoption of this Agreement and the Merger by the Required Alpha Vote, and the Board of Directors of Alpha shall recommend approval and adoption of this Agreement and the Merger by the stockholders of Alpha to the effect as set forth in Section 5.1(f) (the "Alpha Recommendation"), and shall not withdraw, modify or qualify (or propose to withdraw, modify or qualify) such recommendation (a "Change in the Alpha Recommendation"); provided, however, that the Board of Directors of Alpha may make a Change in the Alpha Recommendation pursuant to Section 7.5. Notwithstanding any Change in the Alpha Recommendation, this Agreement shall be submitted to the stockholders of Alpha at the Alpha A-34 Stockholders Meeting for the purpose of approving and adopting this Agreement and the Merger, and nothing contained herein shall be deemed to relieve Alpha of such obligation.

Preparation of Proxy Statement; Stockholders Meeting. (a) Form S-4 and Proxy Statement. As soon promptly as reasonably practicable following the date of this Agreementhereof, (i) UTG ConocoPhillips and Acap will jointly prepare a Burlington shall cooperate in preparing and shall cause to be filed with the SEC mutually acceptable proxy statement/prospectus (as amended or supplemented from time to time, materials that shall constitute the “Proxy Statement”) to be sent to the holders of Acap Common Stock relating to the meeting of such holders (the “Stockholders’ Meeting”) to be held to consider adoption of this Agreement /Prospectus and (ii) UTG ConocoPhillips and Burlington shall prepare prepare, and ConocoPhillips shall file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (as amended or supplemented from time to time, the “Form S-4”), in which the . The Proxy Statement Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as ConocoPhillips' prospectus, in connection with . Each of ConocoPhillips and Burlington shall use reasonable best efforts to have the registration under Proxy Statement/Prospectus cleared by the 1933 Act of UTG Common Stock SEC and the Form S-4 declared effective by the SEC and to be issued in keep the MergerForm S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. UTG willConocoPhillips and Burlington shall, as promptly as practicable after receipt thereof, provide Acap the other parties with copies of any written comments comments, and advise Acap each other of any oral comments comments, with respect to the Proxy Statement/Prospectus or Form S-4 received from the SEC. The Parties will ConocoPhillips and Burlington shall cooperate and provide the other parties with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement or Statement/Prospectus and the Form S-4 prior to filing such with the SEC, and each will provide each other parties with a copy of all such filings made with the SEC. Notwithstanding any other provision in this Agreement herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement Statement/Prospectus or the Form S-4 will shall be made without the approval of both PartiesConocoPhillips and Burlington, which approval will shall not be unreasonably withheld or delayed; provided that PROVIDED that, with respect to documents filed by UTG which a party hereto that are incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus, this right of approval will shall apply only with respect to information relating to Acap the other party or its business, financial condition or results of operations; and PROVIDED, FURTHER, that Burlington, in connection with a Change in the Burlington Recommendation, may amend or supplement the Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Burlington Recommendation, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. UTG and Acap Burlington will use their respective reasonable best efforts to have the Form S-4 declared effective under the 1933 Act as promptly as practicable after such filing, keep the Form S-4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the 1933 Act. Acap will use its reasonable best efforts to cause the Proxy Statement Statement/Prospectus to be mailed to Acap’s Burlington stockholders as promptly as practicable after the Form S-4 is declared effective under the 1933 Securities Act. UTG shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of UTG Common Stock pursuant to this Agreement ConocoPhillips and Acap will furnish all information concerning Acap and the holders of Acap Common Stock as may be reasonably requested in connection with any such action. UTG Burlington will advise Acapthe other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or order, the suspension of the qualification of UTG the ConocoPhillips Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. If If, at any time prior to the Effective Time Time, any information relating to Acap ConocoPhillips or UTGBurlington, or any of their respective Affiliatesaffiliates, officers or directors, should be is discovered by Acap ConocoPhillips or UTG which Burlington and such information should be set forth in an amendment or supplement to any of the Form S-4, S-4 or the Proxy Statement included in the Form S-4, Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers party hereto discovering such information shall promptly notify the other Party and parties and, to the Parties shall cooperate in the prompt filing with the SEC of extent required by law, rules or regulations, an appropriate amendment or supplement describing such information and, to shall be promptly filed with the extent required by applicable law, in the disseminating the information contained in such amendment or supplement SEC and disseminated to the stockholders of AcapConocoPhillips and Burlington. (b) Burlington shall duly take all lawful action to call, give notice of, convene and hold the Burlington Stockholders Meeting as soon as practicable for the purpose of obtaining the Burlington Stockholder Approval and, subject to Section 6.5, shall take all lawful action to solicit the Burlington Stockholder Approval. The Board of Directors of Burlington shall recommend the adoption of the plan of merger contained in this Agreement by the Burlington stockholders to the effect as set forth in Section 4.1(r) (the "BURLINGTON RECOMMENDATION"), and shall not (i) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to ConocoPhillips the Burlington Recommendation or (ii) take any action or make any statement in connection with the Burlington Stockholders Meeting inconsistent with the Burlington Recommendation (collectively, a "CHANGE IN THE BURLINGTON RECOMMENDATION"); PROVIDED, HOWEVER, that Burlington and the Board of Directors of Burlington may take any action permitted under Section 6.5.

Preparation of Proxy Statement; Stockholders Meeting. (a) Form S-4 and Proxy Statement. As soon as reasonably practicable following the date of this AgreementExecution Date, (i) UTG and Acap will jointly Parent shall prepare a proxy statement/prospectus statement relating to the meeting of the Parent’s stockholders to be held in connection with the transactions contemplated hereby that meets the requirements of Schedule 14A (as amended together with any amendments thereof or supplemented from time supplements thereto, in each case in the form or forms mailed to timeParent’s stockholders, the “Proxy Statement”) to be sent and, to the holders extent applicable, a Rule 13e-3 Transaction Statement on Schedule 13e-3 that meets the requirements of Acap Common Stock relating Rule 13e-3 under the Exchange Act (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the meeting of such holders (the “Stockholders’ Meeting”) to be held to consider adoption of this Agreement and (ii) UTG shall prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (as amended or supplemented from time to timeParent’s stockholders, the “Form S-4Schedule 13E-3”), in which ) and file the Proxy Statement will be included as a prospectusand, in connection with the registration under the 1933 Act of UTG Common Stock to be issued in the Merger. UTG will, as promptly as practicable after receipt thereof, provide Acap copies of any written comments and advise Acap of any oral comments with respect to the Form S-4 received from extent applicable, the Schedule 13E-3 with the SEC. The Parties will cooperate and provide Proxy Statement shall include a recommendation of the other with a Board of Directors of Parent (the “Parent Board Recommendation”) that its stockholders vote in favor of the transactions contemplated hereby (subject to Section 6.3). Subject to Section 6.2(c), Parent shall use its reasonable opportunity efforts to review and comment on any amendment or supplement to (i) have the Proxy Statement or the Form S-4 prior to filing such with the SECand, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision in this Agreement to the contraryextent applicable, no amendment or supplement (including Schedule 13E-3 cleared by incorporation by reference) to the Proxy Statement or the Form S-4 will be made without the approval of both Parties, which approval will not be unreasonably withheld or delayed; provided that with respect to documents filed by UTG which are incorporated by reference in the Form S-4 or the Proxy Statement, this right of approval will apply only with respect to information relating to Acap or its business, financial condition or results of operations. UTG and Acap will use their respective reasonable best efforts to have the Form S-4 declared effective under the 1933 Act SEC as promptly as practicable after such filing, keep and (ii) subject to Section 8.2(h) (to the Form S-4 effective for so long as necessary to complete the Merger orextent applicable), if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the 1933 Act. Acap will use its reasonable best efforts to cause the Proxy Statement to be mailed to Acapthe Parent’s stockholders as promptly as practicable and, in any event, within ten (10) Business Days after the Form S-4 Proxy Statement is declared effective under cleared by the 1933 Act. UTG shall also take any action SEC. (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of processb) required to be taken under any applicable state securities laws in connection with the issuance of UTG Common Stock pursuant to this Agreement and Acap will furnish all information concerning Acap and the holders of Acap Common Stock as may be reasonably requested in connection with any such action. UTG will advise Acap, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of UTG Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time Closing any information relating to Acap or UTG, or any of their respective Affiliates, officers or directors, should be discovered by Acap or UTG which event shall occur that should be set forth in an amendment of or a supplement to the Form S-4, or the Proxy Statement included in the Form S-4, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party and the Parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable lawapplicable, in Schedule 13E-3, Parent shall prepare and file with the disseminating the information contained in SEC such amendment or supplement as soon thereafter as is reasonably practicable. Parent and Buyer shall cooperate with each other in the preparation of the Proxy Statement and, to the extent applicable, Schedule 13E-3, and Parent shall promptly notify Buyer of the receipt of any oral or written comments of the SEC with respect to the Proxy Statement or, to the extent applicable, Schedule 13E-3 and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to Buyer promptly copies of all correspondence between Parent or any representative of Parent and the SEC with respect to the Proxy Statement or, to the extent applicable, Schedule 13E-3. Parent shall give Buyer and its counsel a reasonable opportunity to review and comment (provided that while Parent shall review any such comments in good faith, Parent shall have no obligation to accept or incorporate any such comments) on the Proxy Statement and, to the extent applicable, Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for any amendment, supplement or additional information by, and replies to comments of, the SEC before their being filed with, or sent to, the SEC. Each of the Parent and Buyer shall use its reasonable best efforts after consultation with the other as provided herein, to respond as promptly as reasonably practicable to all such comments of and requests by the SEC. (c) Subject to the last sentence of this Section 6.2(c) and applicable Law, Parent shall, through its Board of Directors, use its reasonable best efforts to take all action necessary, in accordance with and subject to the Delaware General Corporations Law (the “DGCL”) and its Amended and Restated Certificate of Incorporation and By-laws, to duly call, give notice of and convene and hold a special meeting of its stockholders to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby (such special stockholder meeting, the “Special Meeting”) as promptly as practicable, including adjourning such meeting for up to twenty (20) Business Days in order to obtain such approval. Parent shall include in the Proxy Statement the Parent Board Recommendation and the Board of Directors of Parent shall use its reasonable best efforts to obtain the requisite stockholder approval of the transactions contemplated hereby and this Agreement, subject to the duties of the Board of Directors of Parent to make any further disclosure to the stockholders (which disclosure shall not be deemed to constitute a withdrawal or adverse modification of Acapsuch recommendation unless expressly stated) and subject to the right to withdraw, modify or change such recommendation in accordance with Section 6.3(e). Notwithstanding anything herein to the contrary, if the Board of Directors of Parent withdraws, modifies or changes its recommendation of this Agreement or the transactions contemplated hereby in a manner adverse to Buyer or resolves to do any of the foregoing, (i) Parent shall not be obligated to call, give notice of, convene and hold the Special Meeting and (ii) Parent shall not be required to take any of the other actions set forth in this Section 6.2.