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 Seller shall mail the Proxy Statement to the holders of the Seller Common Stock as of the record date established for the Stockholders’ Meeting and, unless the Seller has effected a Change of Recommendation, shall use reasonable best efforts to solicit proxies and votes in favor of the approval of this Agreement and the Transactions. If at any time prior to the Closing Date any event or circumstance relating to the Seller or Buyer Parent or any of their respective Subsidiaries, or their respective officers or directors, should be discovered by the Seller or Buyer 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 Parent and the 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 the Proxy Statement has been cleared by the SEC, the Seller Company shall mail the Proxy Statement to the holders of the Seller Company Common Stock as of the record date established for the Stockholders’ Meeting and, unless the Seller Board of Directors of the Company has effected made a Permitted Change of RecommendationRecommendation in compliance with Section 6.6, shall use reasonable best efforts to solicit proxies and votes in favor of the approval adoption of this Agreement and the Transactionsapproval 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 If, at any time prior to the Closing Date Effective Time, any event or circumstance relating to the Seller Company or Buyer Parent or any of their respective Subsidiaries, or their respective officers or directors, directors should be discovered by the Seller Company or Buyer ParentBuyer, 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 Parent Buyer, Acquisition Sub and the Seller 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 Seller Parent shall mail the Proxy Statement to the holders of the Seller Common Stock Parent’s common stock as of the record date established for the Stockholders’ Meeting and, unless the Seller Board of Directors of Parent has effected made a Permitted Change of RecommendationRecommendation in compliance with Section 7.7(d), shall use reasonable best efforts to solicit proxies and votes in favor of the approval of the transactions contemplated by this Agreement and shall take all other action reasonably necessary or advisable to secure the Transactionsapproval of the transactions contemplated by this Agreement. If If, at any time prior to the Closing Date Closing, any event or circumstance relating to the any Seller Party or Buyer Parent or any of their respective SubsidiariesAffiliates, or their respective officers or directors, or any false or misleading information in the Proxy Statement, should be discovered by the any Seller Party or Buyer ParentBuyer, 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 Parent and the Seller agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading.