Common use of Mailing of Proxy Statement; Amendments Clause in Contracts

Mailing of Proxy Statement; Amendments. As promptly as reasonably practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the holders of Company Common Stock as of the record date established for the Stockholders’ Meeting and, unless the Board of Directors of the Company has made a Permitted Change of Recommendation in compliance with Section 6.6, shall use reasonable best efforts to solicit proxies and votes in favor of the adoption of this Agreement and the approval of the Merger and the FFELP Transaction, and shall take all other action necessary or advisable to secure the adoption of Agreement and the approval of the Merger and the FFELP Transaction. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or Buyer or any of their respective Subsidiaries, or their respective officers or directors should be discovered by the Company or Buyer, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the other (in which case the parties shall cooperate to effect the applicable amendment or supplement). Prior to the Stockholders’ Meeting, each of Buyer, Acquisition Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading.

Mailing of Proxy Statement; Amendments. As promptly as reasonably practicable after The Company shall cause the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to be mailed or delivered to the holders of Company Common Stock as of the record date established for the Stockholders’ Meeting and, unless as promptly as reasonably practicable after the Board of Directors date on which the SEC (or the staff of the Company SEC) confirms that it has made a Permitted Change of Recommendation in compliance with Section 6.6, shall use reasonable best efforts to solicit proxies and votes in favor of no further comments on the adoption of this Agreement and the approval of the Merger and the FFELP Transaction, and shall take all other action necessary or advisable to secure the adoption of Agreement and the approval of the Merger and the FFELP TransactionProxy Statement. If, If at any time prior to the Effective Time, Time any event or circumstance relating to the Company or Buyer Parent or any of their respective the Company’s or Parent’s Subsidiaries, or their respective officers or directors directors, should be discovered by the Company or BuyerParent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the other (in others. Except for annual, quarterly and current reports filed or furnished with the SEC under the Exchange Act, which case the parties shall cooperate to effect the applicable may be incorporated by reference therein, no filing of, or amendment or supplement). Prior supplement to the Stockholders’ MeetingProxy Statement relating to the Merger will be made by the Company without providing Parent the opportunity to review and comment thereon. Each of Parent, each of Buyer, Acquisition Merger Sub and the Company agrees agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading.

Mailing of Proxy Statement; Amendments. As promptly as reasonably practicable after the Proxy Statement has been cleared by the SEC, the Company Seller shall mail the Proxy Statement to the holders of Company the Seller Common Stock as of the record date established for the Stockholders’ Meeting and, unless the Board of Directors of the Company Seller has made effected a Permitted Change of Recommendation in compliance with Section 6.6Recommendation, shall use reasonable best efforts to solicit proxies and votes in favor of the adoption approval of this Agreement and the approval of the Merger and the FFELP Transaction, and shall take all other action necessary or advisable to secure the adoption of Agreement and the approval of the Merger and the FFELP TransactionTransactions. If, If at any time prior to the Effective Time, Closing Date any event or circumstance relating to the Company Seller or Buyer Parent or any of their respective Subsidiaries, or their respective officers or directors directors, should be discovered by the Company Seller or BuyerBuyer Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the other (in which case the parties shall cooperate to effect the applicable amendment or supplement). Prior to the Stockholders’ Meeting, each of Buyer, Acquisition Sub Buyer Parent and the Company Seller agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading.

Mailing of Proxy Statement; Amendments. As promptly as reasonably practicable after If the Proxy Statement has been cleared adoption of this Agreement by the SECCompany’s stockholders is required by applicable Law, the Company shall mail cause the Proxy Statement to be mailed to the holders of Company Common Stock as of the record date established for the Stockholders’ Meeting and, unless as promptly as reasonably practicable (and in any event within five (5) Business Days) after the Board of Directors date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement. Notwithstanding anything in this Agreement to the contrary, the Company has made will not file the definitive Proxy Statement with the SEC, convene and hold a Permitted Change meeting of Recommendation in compliance with Section 6.6, shall use reasonable best efforts to its stockholders (the “Stockholders’ Meeting”) for the purpose of obtaining the Requisite Stockholder Approval or solicit any proxies and votes in favor of the adoption of this Agreement and until after the approval of the Merger and the FFELP Transaction, and shall take all other action necessary or advisable to secure the adoption of Agreement and the approval of the Merger and the FFELP TransactionOffer Termination. If, If at any time prior to the Effective Time, Time any event or circumstance relating to the Company or Buyer Parent or any of their respective Subsidiariesthe Company’s or Parent’s subsidiaries, or their respective officers or directors directors, should be discovered by the Company or BuyerParent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the other (in which case the parties shall cooperate to effect the applicable amendment or supplement)party. Prior to the Stockholders’ MeetingEach of Parent, each of Buyer, Acquisition Merger Sub and the Company agrees to promptly correct any information provided by it for use in the Proxy Statement which shall have become false or misleading.

Mailing of Proxy Statement; Amendments. As promptly as reasonably practicable after the Proxy Statement has been cleared by the SEC, the Company Parent shall mail the Proxy Statement to the holders of Company Common Stock Parent’s common stock as of the record date established for the Stockholders’ Meeting and, unless the Board of Directors of the Company Parent has made a Permitted Change of Recommendation in compliance with Section 6.67.7(d), shall use reasonable best efforts to solicit proxies and votes in favor of the adoption of this Agreement and the approval of the Merger and the FFELP Transaction, transactions contemplated by this Agreement and shall take all other action reasonably necessary or advisable to secure the adoption of Agreement and the approval of the Merger and the FFELP Transactiontransactions contemplated by this Agreement. If, at any time prior to the Effective TimeClosing, any event or circumstance relating to the Company any Seller Party or Buyer or any of their respective SubsidiariesAffiliates, or their respective officers or directors directors, or any false or misleading information in the Proxy Statement, should be discovered by the Company any Seller Party or Buyer, respectively, which, pursuant to the Exchange Act, should be set forth forth, supplemented or corrected, as the case may be, in an amendment or a supplement to the Proxy Statement, such party Party shall promptly inform the other Parties (in which case the parties Parties shall cooperate to effect the applicable amendment or supplement). Prior to the Stockholders’ Meeting, each of Buyer, Acquisition Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading.

Mailing of Proxy Statement; Amendments. As promptly as reasonably practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the holders of Company Common Stock as of the record date established for the Stockholders’ ' Meeting and, unless the Board of Directors of except if the Company has made effected a Permitted Change of Recommendation in compliance with Section 6.6Recommendation, shall use its reasonable best efforts to solicit proxies and votes in favor of the adoption of this Agreement and the approval of the Merger and the FFELP Transaction, and shall take all other action necessary or advisable to secure the adoption of Agreement and the approval of the Merger and the FFELP TransactionMerger. If, If at any time prior to the Effective Time, Time any event or circumstance relating to the Company or Buyer or any of their respective Subsidiarieseither the Company or Buyer's subsidiaries, or their respective officers or directors directors, should be discovered by the Company or Buyer, respectively, which, pursuant to the Securities Act or Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the other (in which case the parties shall cooperate to effect the applicable amendment or supplement)other. Prior to the Stockholders’ Meeting, each Each of Buyer, Acquisition Sub and the Company agrees agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. All documents that each of the Company and Buyer is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects, and will be distributed to the Company's stockholders in compliance with the applicable requirements of the Securities Act and the Exchange Act.