Common use of Company Proxy Statement Clause in Contracts

Company Proxy Statement. (a) Following consummation of the Offer, if holding of the Company Stockholders' Meeting is required by Law in order to effect the Merger, the Company will, as promptly as practicable following consummation of the Offer but in any event within fifteen (15) days thereafter, file a preliminary Company Proxy Statement with the SEC and will use reasonable efforts to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be mailed to the Company's stockholders. The Company will notify Parent promptly of the receipt of, and will respond promptly to, any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information, and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement or the Merger. The Company shall give Parent an opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objects. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur any event that is required to be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in the Company Proxy Statement as may reasonably be requested by the Company and required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger.

Company Proxy Statement. (a) Following consummation If the approval of this Agreement by the OfferCompany’s stockholders is required by Law, if holding then as soon as practicable following the execution of this Agreement, the Company shall prepare and file with the SEC the preliminary Company Proxy Statement to be sent to the stockholders of the Company Stockholders' in connection with the Company Stockholders Meeting is and other solicitation materials of Parent and the Company constituting a part thereof and related documents. Parent, Merger Sub and the Company will cooperate and consult with each other and their respective counsel in the preparation of the Company Proxy Statement. Without limiting the generality of the foregoing, Parent will furnish to the Company the information relating to it required by Law the Exchange Act and the rules and regulations promulgated thereunder to be set forth in order to effect the Merger, the Company willProxy Statement. The Company shall not file the preliminary Company Proxy Statement, or any amendment or supplement thereto, without providing the Parent a reasonable opportunity to review and comment thereon. Each party shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the preliminary Company Proxy Statement as promptly as practicable following consummation of the Offer but in any event within fifteen (15) days thereafter, file a preliminary Company Proxy Statement with the SEC and will use reasonable efforts to respond to any comments of the SEC or its staff after receipt thereof and to cause the definitive Company Proxy Statement promptly in definitive form to be mailed to the Company's stockholders’s stockholders as promptly as reasonably practicable following filing with the SEC. The Each party agrees to consult with the other party prior to responding to SEC comments with respect to the preliminary Company will Proxy Statement. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Company Proxy Statement which shall have become false or misleading. Each party shall as soon as reasonably practicable (i) notify Parent promptly the other parties of the receipt of, and will respond promptly to, of any comments from the SEC or its staff with respect to the Company Proxy Statement and any request by the SEC or its staff for amendments or supplements any amendment to the Company Proxy Statement or for additional information, information and will supply Parent (ii) provide each other party with copies of all correspondence between the Company or any of a party and its employees and other authorized representatives, on the one hand, and the SEC or its staffSEC, on the other hand, with respect to the Company Proxy Statement or the Merger. The Company shall give Parent an opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objects. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur any event that is required to be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in the Company Proxy Statement as may reasonably be requested by the Company and required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger.

Company Proxy Statement. As promptly as practicable after the date of this Agreement, and, in any event, within ten (a10) Following consummation of the Offer, if holding of the Company Stockholders' Meeting is required by Law in order to effect the Mergerbusiness days thereafter, the Company will, as promptly as practicable following consummation of shall prepare and file with the Offer but in any event within fifteen (15) days thereafter, file a preliminary SEC the Company Proxy Statement with the SEC and will use reasonable efforts to respond to any comments of the SEC or its staff and to shall cause the definitive Company Proxy Statement promptly to be mailed to the Company's stockholdersstockholders as promptly as practicable and, in any event, within five (5) business days after the Company Proxy Statement is cleared by the SEC. Notwithstanding the foregoing, any delay caused by Parent's or its representative's review of the Company Proxy Statement shall toll the applicable periods set forth above. The Company will notify Parent promptly of the receipt of, and will respond promptly to, any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information, and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement or the Merger. The Company shall give Parent an opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objects. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur any event that is required to be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail to its stockholders such amendment or supplement. The Company shall give Parent shall furnish and its counsel a reasonable opportunity to the Company such information concerning itself and Purchaser for inclusion be involved in the drafting of and review and comment upon any Company Proxy Statement as may reasonably be requested by and any amendment or supplement thereto and any such correspondence prior to its filing with the SEC or dissemination to the Company's stockholders and the Company shall not mail any Company Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. Unless and required to be included in until the Board of Directors of the Company Proxy Statement under applicable Law. The shall withdraw its approval or recommendation of this Agreement or the Merger if and to the extent permitted by, and in accordance with, Section 6.05 hereof, the Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) 3.19 hereof and shall use all commercially reasonable efforts to solicit, if so requested by Parent, solicit from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of PurchaserParent, advisable to secure the approval of the Company's stockholders required by the DGCL DGCL, the Company's Certificate of Incorporation and By-Laws and any other applicable Law in order to effect the Merger.

Company Proxy Statement. (a) Following consummation As promptly as practicable after the execution of the Offer, if holding of the Company Stockholders' Meeting is required by Law in order to effect the Mergerthis Agreement, the Company will, as promptly as practicable following consummation of shall prepare and file with the Offer but in any event within fifteen (15) days thereafter, file a SEC proxy materials which shall constitute the preliminary Company Proxy Statement with relating to the SEC adoption of the Merger Agreement and will approval of the transactions contemplated hereby by the stockholders of the Company. The Company shall use its reasonable best efforts to respond promptly to any SEC comments of with respect to the SEC or its staff Company Proxy Statement and to cause the definitive Company Proxy Statement promptly and the form of proxy, which shall comply as to form with all applicable laws, to be mailed to the Company's stockholdersstockholders at the earliest practicable date. The Company will shall notify Parent promptly of the receipt of, and will respond promptly to, of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information, information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement or the Merger. The Prior to filing the Company Proxy Statement with the SEC, the Company shall give provide reasonable opportunity for Parent an opportunity to review and comment on any correspondence with upon the SEC or its staff or any proposed materials to be included in contents of the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit include therein or omit therefrom any such materials information to which Parent shall reasonably objectsobject. The Company Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of the Merger, subject to Section 6.3. If at any time prior to the approval of this Agreement by Company Stockholders Meeting any event or circumstances relating to the Company's stockholders there shall occur , Parent or Merger Subsidiary or any event that is required to be set forth in an amendment of their respective affiliates, or supplement to the Company Proxy Statementtheir respective officers or directors, the Company will promptly notify Parent thereof and prepare and mail to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in the Company Proxy Statement as may reasonably be requested by the Company and required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger.should be

Company Proxy Statement. (a) Following consummation of the Offer, if holding of the Company Stockholders' Meeting is required by Law in order to effect the Merger, the Company will, as promptly As soon as practicable following consummation the date of the Offer but this Agreement (and in any event within fifteen (15) days thereafterBusiness Days after the date hereof), the Company shall prepare and file a preliminary Company Proxy Statement with the SEC a preliminary proxy statement (as amended and will use reasonable efforts to respond to any comments of the SEC or its staff and to cause including the definitive form thereof, the “Proxy Statement”) for use in connection with the solicitation of proxies for use at the Company Proxy Statement promptly Stockholders Meeting to be mailed to obtain the Company's stockholdersRequisite Stockholder Approval. The Company will notify Parent promptly shall thereafter prepare and file with the SEC a definitive Proxy Statement, and shall cause the mailing of the receipt ofdefinitive Proxy Statement to the stockholders of the Company, and will respond promptly to, any (i) if the Company receives comments from the SEC with respect to the preliminary Proxy Statement, as soon as practicable following clearance by the SEC with respect to such comments, or its staff (ii) if the Company does not receive comments from the SEC with respect to the preliminary Proxy Statement, as soon as practicable following the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act. The Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act, Delaware Law and the rules of the Nasdaq. Parent shall furnish all information concerning Parent and Merger Sub as the Company may reasonably request in connection with the preparation of the Proxy Statement and the filing thereof with the SEC. The Company shall advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for amendments an amendment or supplements revisions to the Company Proxy Statement Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional informationinformation in connection therewith, and will supply shall provide Parent with copies of all correspondence between the Company or any of its advisors or representatives, on the one hand, and the SEC SEC, or its staffstaff or any other government officials, on the other hand, with respect to the Company Proxy Statement or the Merger. The Company shall give Parent an opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objectsStatement. If at any time prior to the approval Company Stockholders Meeting, any information relating to the Company or Parent, or any of this Agreement their respective directors, officers or Affiliates, should be discovered by the Company's stockholders there shall occur any event that is required to Company or Parent which should be set forth in an amendment or supplement to the Company Proxy StatementStatement so that the Proxy Statement does not include any untrue statement of a material fact or omits 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 or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by Applicable Law, disseminated to the stockholders of the Company. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company will promptly notify Parent thereof shall give Parent, Merger Sub and prepare their counsel a reasonable opportunity to review and mail to its stockholders comment on such amendment document or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in the Company Proxy Statement as may reasonably be requested by the Company and required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof response and shall use give due consideration to all reasonable efforts to solicitadditions, if so requested deletions or changes suggested thereto by Parent, from holders of Common Stock proxies in favor of the Merger Sub and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Mergertheir counsel.

Company Proxy Statement. (a) Following consummation If the approval of the Offer, if holding of Merger by the Company Stockholders' Meeting Company’s shareholders is required by Law in order to effect applicable Law, as soon as practicable following the MergerOffer Closing, the Company will, as promptly as practicable following consummation of shall prepare and file the Offer but in any event within fifteen (15) days thereafter, file a preliminary Company Proxy Statement with the SEC SEC. Parent, Merger Sub and the Company will cooperate and consult with each other and use reasonable best efforts in the preparation of the Company Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Company Proxy Statement. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto, without providing Parent, Merger Sub and their counsel a reasonable opportunity to review and comment thereon (and such comments shall be reasonably considered by the Company). The Company shall use its reasonable best efforts to respond resolve, and each party agrees to any consult and cooperate with the other party and use reasonable best efforts in resolving, all SEC comments of with respect to the SEC or its staff Company Proxy Statement as promptly as practicable after receipt thereof and to cause the definitive Company Proxy Statement promptly in definitive form to be cleared by the SEC and mailed to the Company's stockholders’s shareholders as promptly as reasonably practicable following filing with the SEC. The Company will agrees to consult with Parent prior to responding to SEC comments with respect to the preliminary Company Proxy Statement. Each of Parent, Merger Sub and the Company agree to promptly correct any information provided by it for use in the Company Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and the Company shall promptly prepare and mail to its shareholders an amendment or supplement setting forth such correction. The Company shall, as soon as reasonably practicable, (i) notify Parent promptly of the receipt of, and will respond promptly to, of any comments from the SEC or its staff with respect to the Company Proxy Statement and any request by the SEC or its staff for amendments or supplements any amendment to the Company Proxy Statement or for additional information, information and will supply (ii) provide Parent with copies of all written correspondence between the Company or any of and its representativesRepresentatives, on the one hand, and the SEC or its staffSEC, on the other hand, with respect to the Company Proxy Statement or the Merger. The Company shall give Parent an opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objects. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur any event that is required to be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in the Company Proxy Statement as may reasonably be requested by the Company and required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger.