Common use of Preparation and Filing of Proxy Statement Clause in Contracts

Preparation and Filing of Proxy Statement. As promptly as reasonably practicable following the date of this Agreement (and in any event no later than forty (40) calendar days after the date of this Agreement), the Company shall prepare and cause to be filed with the SEC in preliminary form a proxy statement relating to the Shareholders’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.5(c) or Section 6.5(e), the Proxy Statement shall include the Company Board Recommendation with respect to the Merger. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. The Company shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) with respect to the Proxy Statement. Each of the parties hereto shall use their commercially reasonable efforts so that the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on such document or response, and shall give due consideration to all reasonable additions, deletions, or changes suggested thereto by Parent, Merger Sub and their counsel.

Preparation and Filing of Proxy Statement. As promptly The Company shall, as soon as reasonably practicable (and, in any event, within fifteen (15) Business Days) following the date of this Agreement (and in any event no later than forty (40) calendar days after the date of this Agreement), the Company shall prepare and cause to be filed file with the SEC in preliminary form a proxy statement relating to the Shareholders’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.5(c) or Section 6.5(e)5.6, the Proxy Statement shall include the Company Board Recommendation with respect to the Merger, a summary of the opinions of the Company’s Financial Advisors provided for in Section 3.21 (and, subject to the receipt of any required consent from the Company’s Financial Advisors, copies of such opinions) and a copy of Section 262 of the DGCL. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement, Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. The Company shall use its commercially reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) with respect to the Proxy Statement. Each of the parties hereto shall use their commercially reasonable efforts so that Statement and to have the Proxy Statement will cleared by the Staff of the SEC as promptly as practicable after such filing. The Proxy Statement (and any amendments or supplements thereto) shall comply as to form in all material respects with the provisions of the Exchange Act and NASDAQ and, in each case, the rules and regulations promulgated thereunder. Prior to filing The Company will cause the Proxy Statement, at the time of the publishing or mailing of the Proxy Statement (or any amendment amendments or supplement supplements thereto) or responding to any comments , and at the time of the SEC (Stockholders’ Meeting, to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the staff statements therein, in light of the SEC) circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect thereto, the Company shall provide Parent, to written information supplied by Parent or Merger Sub and their counsel a reasonable opportunity to review and comment on such document expressly for inclusion or response, and shall give due consideration to all reasonable additions, deletions, or changes suggested thereto incorporation by Parent, Merger Sub and their counselreference in the Proxy Statement.

Preparation and Filing of Proxy Statement. As promptly as reasonably practicable following the date of this Agreement (and in any event no later than forty twenty-five (4025) calendar days after the date of this Agreement), the Company shall prepare and cause to be filed with the SEC in preliminary form a proxy statement relating to the ShareholdersStockholders’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.5(c) or Section 6.5(e6.5(d), the Proxy Statement shall include the Company Board Recommendation with respect to the Merger. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. The Company Each of the parties hereto shall use its commercially their reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) with respect to the Proxy Statement. Each of the parties hereto The Company shall use their commercially its reasonable best efforts so that the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent, Merger Sub and their counsel Parent a reasonable opportunity to review and comment to propose comments on such document or response, response (which comments shall be provided promptly and shall give due consideration to all reasonable additions, deletions, or changes suggested thereto by Parent, Merger Sub and their counselbe reasonably considered).

Preparation and Filing of Proxy Statement. As Subject to Section 6.6, the Company shall, as promptly as reasonably practicable following the date of this Agreement (and in any event no later than forty case within ten (4010) calendar days Business Days after the date of this Agreement), the Company shall prepare and cause to be filed file with the SEC in preliminary form a proxy statement relating to the Shareholders’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.5(c) or Section 6.5(e)6.6, the Proxy Statement shall include (i) the Company Board Recommendation with respect to the Merger, (ii) a copy of Section 262 of the DGCL, (iii) a disclosure relating to the Company financial advisor Moelis & Company (including the amount of fees and other consideration that Moelis & Company will receive upon consummation of or as a result of the Offer and the Merger, and the conditions therefor), (iv) the Fairness Opinion and (v) the information that formed the basis for rendering the Fairness Opinion, subject to the approval of the form of such disclosure by Moelis & Company, such approval not to be unreasonably withheld or delayed. The Company will cause the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Stockholders’ Meeting, to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information supplied by Parent or Acquisition Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. The Company shall use its commercially reasonable best efforts to respond as promptly as reasonably practicable and to resolve any comments of the SEC (or the staff of the SEC) with respect to the Proxy Statement. Each of the parties hereto shall use their commercially reasonable efforts so that the The Proxy Statement will shall comply as to form in all material respects with the provisions of the Exchange Act and Act, the NASDAQ, and, in each case, the rules and regulations promulgated thereunder. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on such document or response, and shall give due consideration to all reasonable additions, deletions, or changes suggested thereto by Parent, Merger Sub and their counsel.

Preparation and Filing of Proxy Statement. As promptly as reasonably practicable following the date of this Agreement (and in any event event, no later than forty (40) calendar 30 days after the date of this Agreementhereof), the Company HNR shall prepare and cause to be filed with the SEC in preliminary form a proxy statement relating to the ShareholdersStockholders’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.5(c) or and Section 6.5(e6.5(d), the Proxy Statement shall include the Company HNR Board Recommendation with respect to the MergerSecond Tranche Acquisition. The Company HNR shall promptly notify Parent Buyer upon the receipt of any comments or other correspondence from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) regarding the Proxy Statement, including with respect to amendments or supplements to the Proxy Statement, and shall provide Buyer with copies of all correspondence between HNR and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. HNR shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. The Company shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) with respect to the Proxy Statement. Each of the parties hereto shall use their commercially reasonable efforts so that Statement and to cause the Proxy Statement will to be cleared by the SEC as promptly as reasonably practicable. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company HNR shall provide Parent, Merger Sub and their counsel Buyer a reasonable opportunity to review and comment to propose comments on such document or response, response and shall give due consideration consider any such comments in good faith. HNR, commencing upon the submission to all reasonable additionsthe SEC of the Preliminary Proxy Statement, deletions, or changes suggested thereto by Parent, Merger Sub and their counselshall on a weekly basis run a broker search for a deemed record date of 20 Business Days after the date of each such search.

Preparation and Filing of Proxy Statement. As promptly as reasonably practicable Within thirty (30) days following the date of this Agreement (and in any event no later than forty (40) calendar days after the date of this Agreement)hereof, the Company shall prepare and cause to be filed with the SEC in preliminary form a proxy statement relating to the Shareholders’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.5(c) or Section 6.5(e)6.5, the Proxy Statement shall include the Company Board Recommendation with respect to the Merger. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. The Company Each of the parties hereto shall use its commercially their reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) with respect to the Proxy Statement. Each of the parties hereto The Company shall use their commercially its reasonable best efforts so that the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent, Merger Sub and their counsel Parent a reasonable opportunity to review and comment to propose comments on such document or response, response (which comments shall be provided promptly and shall give due consideration to all reasonable additions, deletions, or changes suggested thereto by Parent, Merger Sub and their counselbe reasonably considered).

Preparation and Filing of Proxy Statement. As promptly as reasonably practicable following the date of this Agreement (and in any event no later than forty (40) calendar days after the date of this Agreement), the Company HNR shall prepare and cause to be filed with the SEC in preliminary form a proxy statement relating to the ShareholdersStockholders’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.5(c) or and Section 6.5(e6.5(d), the Proxy Statement shall include the Company HNR Board Recommendation Recommendations with respect to the MergerSale of Subject Shares. The Company HNR shall promptly notify Parent Buyer upon the receipt of any comments or other correspondence from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) regarding the Proxy Statement, including with respect to amendments or supplements to the Proxy Statement, and shall provide Buyer with copies of all correspondence between HNR and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. HNR shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. The Company shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) with respect to the Proxy Statement. Each of the parties hereto shall use their commercially reasonable efforts so that Statement and to cause the Proxy Statement will to be cleared by the SEC as promptly as reasonably practicable. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company HNR shall provide Parenteach member of the HNR Board (including any Affiliate or Representative of Buyer) and his counsel with a copy of such document or response at least five (5) Business Days in advance of such filing date, Merger Sub and their such HNR Board member and his counsel shall provide to HNR any comments thereon as soon as reasonably practicable but in any event sufficiently in advance of the filing date to allow HNR and its counsel a reasonable opportunity to review and comment on consider such document comments in advance of any such filing date. HNR shall consider in good faith any comments to the Proxy Statement (or response, and shall give due consideration to all reasonable additions, deletions, the applicable amendment or changes suggested thereto supplement thereto) that are timely provided by Parent, Merger Sub and their such member of the HNR Board or his counsel.

Preparation and Filing of Proxy Statement. As promptly The Company shall, as soon as reasonably practicable (and, in any event, within five (5) Business Days) following the Expiration Date (or such earlier date of this Agreement (and in any event no later than forty (40) calendar days after as either the date of this AgreementCompany or Parent, by written notice to the Company, may determine), the Company shall prepare and cause to be filed file with the SEC the Proxy Statement; provided, however, that in preliminary form a proxy statement relating no event shall the Company be required to prepare or file the Proxy Statement prior to the Shareholders’ Meeting (together with Initial Expiration Date or at any amendments or supplements thereto, time that the “Proxy Statement”)Minimum Tender Condition has been satisfied. Except as expressly contemplated by Section 6.5(c) or Section 6.5(e)5.6, the Proxy Statement shall include the Company Board Recommendation with respect to the Merger, the Fairness Opinion and a copy of Section 262 of the DGCL. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. The Company shall use its commercially reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) with respect to the Proxy Statement. Each of the parties hereto shall use their commercially reasonable efforts so that the The Proxy Statement will shall comply as to form in all material respects with the provisions of the Exchange Act and NASDAQ and, in each case, the rules and regulations promulgated thereunder. Prior to filing or The Company will cause the Proxy Statement, at the time of the mailing of the Proxy Statement (or any amendment amendments or supplement supplements thereto) or responding to any comments , and at the time of the SEC (Stockholders’ Meeting, to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the staff statements therein, in light of the SEC) circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect thereto, the Company shall provide Parent, to written information supplied by Parent or Merger Sub and their counsel a reasonable opportunity to review and comment on such document for inclusion or response, and shall give due consideration to all reasonable additions, deletions, or changes suggested thereto incorporation by Parent, Merger Sub and their counselreference in the Proxy Statement.

Preparation and Filing of Proxy Statement. As promptly as reasonably practicable following the date of this Agreement (and in any event event, no later than forty (40) 30 calendar days after the date of this Agreementhereof), the Company Seller shall prepare and cause to be filed with the SEC in preliminary form a proxy statement relating to the ShareholdersStockholders’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.5(c6.03(c) or and Section 6.5(e6.03(d), the Proxy Statement shall include the Company Seller Board Recommendation with respect to the MergerContemplated Acquisition. The Company Seller shall promptly notify Parent Purchaser upon the receipt of any comments or other correspondence from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for regarding the Proxy Statement, including with respect to amendments or supplements to the Proxy Statement, and shall provide Parent Purchaser with copies of all material correspondence between the Company Seller and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. The Company Seller shall use its commercially reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC (or any request from the staff of the SEC) SEC for amendments or supplements with respect to the Proxy Statement. Each of the parties hereto shall use their commercially reasonable efforts so that Statement and to cause the Proxy Statement will to be cleared by the SEC as promptly as reasonably practicable. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company Seller shall provide Parent, Merger Sub and their counsel Purchaser a reasonable opportunity to review and comment to propose comments on such document or response, response and shall give due consideration to all reasonable additions, deletions, or changes suggested thereto by Parent, Merger Sub and their counselconsider any such comments in good faith.

Preparation and Filing of Proxy Statement. As promptly as reasonably practicable following the date of this Agreement (and in any event no later than forty the later of (40x) twenty-five (25) calendar days after the date of this AgreementAgreement or (y) ten (10) Business Days after the filing of the Company’s Form 10-K for the fiscal year ended June 30, 2014), the Company shall prepare and cause to be filed with the SEC in preliminary form a proxy statement relating to the ShareholdersStockholders’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.5(c) or Section 6.5(e6.5(d), the Proxy Statement shall include the Company Board Recommendation with respect to the Merger. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. The Company Each of the parties hereto shall use its commercially their reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) with respect to the Proxy Statement. Each of the parties hereto The Company shall use their commercially its reasonable best efforts so that the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent, Merger Sub and their counsel Parent a reasonable opportunity to review and comment to propose comments on such document or response, response (which comments shall be provided promptly and shall give due consideration to all reasonable additions, deletions, or changes suggested thereto by Parent, Merger Sub and their counselbe reasonably considered).

Preparation and Filing of Proxy Statement. As promptly as reasonably practicable following the date of this Agreement (and in any event event, no later than forty (40) calendar 30 days after the date of this Agreementhereof), the Company shall shall, with the assistance of Parent, prepare and cause to be filed with the SEC in preliminary form a proxy statement relating to the ShareholdersStockholders’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.5(c) or and Section 6.5(e), the Proxy Statement shall include the Company Board Recommendation with respect to the Merger. The Company shall promptly notify Parent upon the receipt of any comments or other correspondence from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for regarding the Proxy Statement, including with respect to amendments or supplements to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. The Company shall use its commercially reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements with respect to the Proxy Statement. Each of the parties hereto shall use their commercially reasonable efforts so that Statement and to cause the Proxy Statement will to be cleared by the SEC as promptly as reasonably practicable. The Proxy Statement shall comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent, Merger Sub and their counsel Parent a reasonable opportunity to review and comment to propose comments on such document or response, response and shall give due consideration consider any such comments in good faith. The Company, commencing 10 days after the submission to all reasonable additionsthe SEC of the Preliminary Proxy Statement, deletions, or changes suggested thereto by Parent, Merger Sub and their counselshall on a weekly basis run a broker search for a deemed record date of 20 Business Days after the date of each such search.