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

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date hereof, the Company shall prepare (with Parent’s reasonable cooperation) and file with the SEC a proxy statement to be sent to the shareholders of the Company in connection with the Company Shareholder Meeting (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”) and Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto, the “Form S-4”). The Form S-4 and the Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 and Proxy Statement received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on the Form S-4, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings made with the SEC. The Company shall provide Parent with a reasonable opportunity to review and comment on the Proxy Statement, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide Parent with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Form S-4 or the Proxy Statement shall be made without the approval of Parent and the Company, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Proxy Statement, 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; and provided, further, that the Company, in connection with a Change in the Company Recommendation (as defined in Section 6.1(b)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Company Recommendation. The Company will use reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent 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 Parent Common Stock and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent 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 Form S-4, and the Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement 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 hereto and, to the extent required by Law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the shareholders of the Company.

Preparation of Proxy Statement; Shareholders Meeting. (a) As Provided there shall not have been an Adverse Recommendation Change specifically permitted by Section 5.3, as promptly as reasonably practicable following after the date of this Agreement (and in any event within 20 Business Days after the date hereof), the Company shall prepare (with Parent’s reasonable cooperation) and file the Proxy Statement with the SEC a proxy statement in preliminary form as required by the Exchange Act, and shall use all reasonable efforts to have the Proxy Statement cleared by the SEC. The Company shall prepare the initial draft of the Proxy Statement. Each of Parent and Merger Sub shall furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be sent set forth in the Proxy Statement. The Company shall provide Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the shareholders of the Company in connection with the Company Shareholder Meeting (such proxy statementProxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s shareholders at the earliest practicable date. The Proxy Statement shall not, at the time it is first mailed to the Company’s shareholders, at the time of any amendments or supplements theretothereto and at the time of the Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the “Proxy Statement”) and Parent shall prepare (with statements therein, in light of the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such registration statementcircumstances under which they are made, and any amendments or supplements thereto, the “Form S-4”)not misleading. The Form S-4 and the Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 and Proxy Statement received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on the Form S-4, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings made with the SEC. The Company shall provide Parent with a reasonable opportunity to review and comment on the Proxy Statement, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide Parent with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Form S-4 or the Proxy Statement shall be made without the approval of Parent and the Company, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Proxy Statement, 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; and provided, further, that the Company, in connection with a Change in the Company Recommendation (as defined in Section 6.1(b)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Company Recommendation. The Company will use reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent 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 Parent Common Stock and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent 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 Form S-4, and the Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement. If at any time prior to obtaining the Effective Time Company Shareholder Approval, any information relating to Parent or the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers or directors, should be discovered by Parent or the Company which or Parent that should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement so that any of such documents document would not include contain 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 that discovers such information shall promptly notify the other party parties hereto and, to and the extent required by Law, rules or regulations, Company shall promptly file with the SEC an appropriate amendment or supplement describing such information shall be promptly filed with and, to the SEC and disseminated extent required by applicable Law, disseminate such amendment or supplement to the shareholders of the Company. Notwithstanding the foregoing, 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 shall give 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. The letter to shareholders, notice of meeting, proxy statement and form of proxy and any other soliciting material to be distributed to shareholders in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statement.”

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following On the date earlier of (i) three (3) Business Days after a Permitted Assignment has occurred and a written notice of consummation of a Permitted Assignment has been provided to the Company pursuant to Section 8.05 hereof, (ii) three (3) Business Days after Parent has notified the Company in writing that it will not exercise its right to make a Permitted Assignment or (iii) three (3) Business Days after the expiration of the Assignment Period, the Company shall prepare (with Parent’s reasonable cooperation) and file cause to be filed with the SEC a proxy statement in preliminary form the Proxy Statement; provided that in no event shall the Company be required to be sent file the preliminary Proxy Statement prior to the shareholders of the Company in connection with the Company Shareholder Meeting twelfth (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”12th) and Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto, the “Form S-4”). The Form S-4 and the Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective by the SEC as promptly as practicable Business Day after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies date of any written comments and advise the other party of any oral comments, with respect to the Form S-4 and Proxy Statement received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on the Form S-4, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings made with the SECthis Agreement. The Company shall provide promptly notify Parent with a reasonable opportunity upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to review and comment on the Proxy Statement, and any amendment or supplement thereto, prior to filing such with the SEC, and will shall promptly provide Parent with a copy copies of all such filings made correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company shall use its commercially reasonable efforts (with the SEC. Notwithstanding assistance of Parent) to (i) respond as promptly as reasonably practicable to any other provision herein comments of the SEC with respect to the contraryProxy Statement, no amendment including filing any amendments or supplement (including by incorporation by reference) supplements to the Form S-4 or the Proxy Statement shall as may be made without the approval of Parent and the Companyrequired, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Proxy Statement, 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; and provided, further, that the Company, in connection with a Change in the Company Recommendation (as defined in Section 6.1(b)), may amend or supplement ii) have the Proxy Statement cleared by SEC as soon as reasonably practicable after such filing and (including by incorporation by referenceiii) pursuant to a Qualifying Amendment to effect such a Change in the Company Recommendation. The Company will use reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as soon promptly as reasonably practicable after thereafter. Prior to filing or mailing the Form S-4 is declared effective under Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the Securities Act. SEC with respect thereto, the Company shall provide Parent shall also take any action a reasonable opportunity to review and to propose comments on such document or response (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 Parent Common Stock and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with give good faith consideration to including any such action. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable reasonable comments in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4, and the Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement so that (or any of such documents would not include any misstatement of a material fact supplement 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 hereto and, amendment thereto) or response letter) to the extent required permitted by Law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the shareholders of the Company.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following after the date of this Agreement (and in any event within thirty (30) calendar days after the date hereof), the Company shall (i) prepare (with Parent’s reasonable cooperation) and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act and (ii) in consultation with Parent, set a proxy statement to be sent to the shareholders of preliminary record date for the Company Shareholders Meeting in connection with the Company Shareholder Meeting (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”) and Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto, the “Form S-4”). The Form S-4 and the Proxy Statement shall comply as to form in all material respects accordance with the applicable provisions of the Securities Act ICL and the Company’s Articles of Association and commence a broker search pursuant to Section 14a-13 of the Exchange Act and the rules and regulations thereunder and other applicable Lawin connection therewith. Each of Parent and the The Company shall use commercially reasonable best efforts to have the Form S-4 declared effective Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 and Proxy Statement received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on the Form S-4, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings made with the SEC. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with a reasonable opportunity any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to review and comment on any such comments made by the SEC or its staff with respect to the Proxy Statement, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide Parent with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Form S-4 or the Proxy Statement shall be made without the approval of Parent and the Company, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Proxy Statement, 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; and provided, further, that the Company, in connection with a Change in the Company Recommendation (as defined in Section 6.1(b)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Company Recommendation. The Company will use reasonable best efforts to cause the Proxy Statement in definitive form to be mailed to the Company’s shareholders as soon as reasonably at the earliest practicable after the Form S-4 is declared effective under the Securities Act. Parent 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 Parent Common Stock and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent 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 Form S-4, and the Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statementdate. If at any time prior to obtaining the Effective Time Company Shareholders Approval, any information relating to Parent or the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers or directors, should be discovered by Parent or the Company which or Parent, or any development should occur, that, in either case, should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement so that any of such documents document would not include contain 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 that discovers such information shall promptly notify the other party parties hereto and, to and the extent required by Law, rules or regulations, Company shall promptly file with the SEC an appropriate amendment or supplement describing such information shall be promptly filed with and, to the SEC and disseminated extent required by applicable Law, disseminate such amendment or supplement to the shareholders of the Company. Notwithstanding the foregoing, 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 shall give 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 of Proxy Statement; Shareholders Meeting. (a) As promptly soon as reasonably practicable following the date hereofof this Agreement, the Company AMLI shall prepare (with Parent’s reasonable cooperation) and file with the SEC a proxy statement to be sent to preliminary Proxy Statement for the shareholders purpose of calling the Company in connection with the Company AMLI Shareholder Meeting (to obtain the AMLI Shareholder Approval, provided, that AMLI shall consult with Purchaser and provide Purchaser a reasonable opportunity to review and comment on such proxy statement, and any amendments or supplements thereto, the “preliminary Proxy Statement”) and Parent Statement prior to filing. The parties shall prepare (reasonably cooperate with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock each other in the Merger (such registration statement, and any amendments or supplements thereto, the “Form S-4”). The Form S-4 and preparation of the Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective such document cleared by the SEC as promptly as practicable after such filing. AMLI will notify Purchaser promptly following the filing thereof receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to keep the Form S-4 effective as long as is necessary to consummate the Merger Proxy Statement or for additional information and the other transactions contemplated hereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party will supply Purchaser with copies of any written comments and advise all correspondence with the other party of any oral comments, SEC with respect to the Form S-4 and Proxy Statement received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on the Form S-4, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings made with the SECStatement. The Company shall provide Parent with a reasonable opportunity to review and comment on the Proxy Statement, and any supplement or amendment or supplement thereto, prior to filing such shall comply in all material respects with the SEC, and will promptly provide Parent with a copy all applicable requirements of all such filings made with the SECLaw. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Form S-4 or AMLI shall date the Proxy Statement as of the approximate date of mailing to its shareholders and shall be made without the approval of Parent and the Company, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or use its business, financial condition or results of operations; and provided, further, that the Company, in connection with a Change in the Company Recommendation (as defined in Section 6.1(b)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Company Recommendation. The Company will use commercially reasonable best efforts to cause the Proxy Statement to be mailed to its shareholders at the Company’s shareholders as soon as reasonably earliest practicable after the Form S-4 date. Whenever any event occurs which is declared effective under the Securities Act. Parent 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 Parent Common Stock and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent 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 Form S-4, and the Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to the Proxy Statement, (i) Purchaser or AMLI, as the case may be, shall promptly inform the other of such occurrences, (ii) AMLI shall prepare and file with the SEC any of such amendment or supplement to the Form S-4 Proxy Statement; provided, however, that no amendment or supplement to the Proxy Statement so that will be made without prior consultation with Purchaser and providing Purchaser a reasonable opportunity to review and comment on such amendment or supplement, (iii) AMLI shall use its commercially reasonable efforts to have any of such documents would not include any misstatement of a material fact amendment 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 hereto andsupplement cleared for mailing, to the extent required by Lawnecessary, rules or regulations, an appropriate to AMLI shareholders as promptly as practicable after such filing and (iv) AMLI shall use its commercially reasonable efforts to have any such amendment or supplement describing such information shall be promptly filed with mailed to its shareholders at the SEC and disseminated to the shareholders of the Companyearliest practicable date.

Preparation of Proxy Statement; Shareholders Meeting. (a) As In the event that Section 302A.621 of the MBCA is unavailable and inapplicable to effectuate the Merger, as promptly as reasonably practicable following the date hereofAcceptance Time, the Company shall shall, with the assistance and approval (not to be unreasonably withheld, conditioned or delayed) of Parent, prepare (with Parent’s reasonable cooperation) and file with the SEC a proxy statement to be sent to the shareholders of the Company in connection with the Company Shareholder Meeting (such proxy statement, and any amendments or supplements thereto, the “preliminary Proxy Statement”) and Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto, the “Form S-4”). The Form S-4 and the Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent and the Company shall use reasonable best efforts to have clear the Form S-4 declared effective by preliminary Proxy Statement with the SEC as promptly as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 and Proxy Statement received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on the Form S-4, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings made with the SECfiling. The Company shall provide Parent with a reasonable opportunity to review and comment on the Proxy Statement, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide Parent with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Form S-4 or the Proxy Statement shall be made without the approval of Parent and the Company, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Proxy Statement, 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; and provided, further, that the Company, in connection with a Change in the Company Recommendation (as defined in Section 6.1(b)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Company Recommendation. The Company will use reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as soon promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent 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 Proxy Statement has been cleared with the issuance of SEC. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to the Proxy Statement will be made by the Company, without providing Parent Common Stock and Merger Sub a reasonable opportunity to review and comment thereon (and the Company shall furnish give reasonable consideration to all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such actionadditions, deletions, changes or other comments suggested by Parent, Merger Sub or their counsel). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent 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 Form S-4, and the The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy StatementStatement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Parent the Company or the CompanyParent, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which or Parent that should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement Statement, so that any of such documents document 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 that discovers such information shall promptly notify the other party parties hereto and, to the extent required by Law, rules or regulations, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and and, to the extent required by Law, disseminated to the shareholders of the Company.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly If the approval of this Agreement by the Company's shareholders is required by Law, the Company shall, as reasonably soon as practicable following the date hereofacceptance for payment and purchase of the shares of Company Common Stock by Sub pursuant to the Offer, the Company shall prepare (with Parent’s reasonable cooperation) and file with the SEC a proxy statement to be sent to the shareholders Proxy Statement in preliminary form, and each of the Company in connection with the Company Shareholder Meeting (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”) and Parent shall prepare (with the Company’s use its reasonable cooperation) and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto, the “Form S-4”). The Form S-4 and the Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective by the SEC respond as promptly as practicable after to any comments of the filing thereof SEC with respect thereto. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to keep the Form S-4 effective as long as is necessary to consummate Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between the Merger Company or any of its representatives, on the one hand, and the other transactions contemplated hereby. Parent and the Company shallSEC or its staff, as promptly as practicable after receipt thereof, provide on the other party copies of any written comments and advise the other party of any oral commentshand, with respect to the Form S-4 Proxy Statement. If at any time prior to receipt of the Company Shareholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement. No filing of, or amendment to, the Proxy Statement received from the SEC. Parent shall provide will be made by the Company with a reasonable without providing Parent the opportunity to review and comment on the Form S-4thereon. The Company shall not mail any Proxy Statement, and or any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings made with the SECwhich Parent reasonably objects. The Company shall provide Parent with a use its reasonable opportunity to review and comment on the Proxy Statement, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide Parent with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Form S-4 or the Proxy Statement shall be made without the approval of Parent and the Company, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Proxy Statement, 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; and provided, further, that the Company, in connection with a Change in the Company Recommendation (as defined in Section 6.1(b)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Company Recommendation. The Company will use reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s 's shareholders as soon promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent 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 filing with the issuance of Parent Common Stock and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent 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 Form S-4, and the Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement 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 hereto and, to the extent required by Law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the shareholders of the CompanySEC.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable and, in any event, within 21 days following the date hereofof this Agreement, (i) the Company shall prepare (with Parent’s reasonable cooperation) and file with the SEC a proxy statement to be sent to the shareholders preliminary Proxy Statement, and (ii) each of the Company in connection with the Company Shareholder Meeting (such proxy statementand Buyer shall, and any amendments or supplements theretoshall cause their respective Affiliates to, the “Proxy Statement”) and Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 all other filings that are required to be filed by such party in connection with the transactions contemplated hereby (the "Other Filings"). Each of the Company and Buyer shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement or, to the extent applicable, the Other Filings, or that is customarily included in proxy statements or other filings prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Buyer shall use commercially reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto, the “Form S-4”). The Form S-4 and the Proxy Statement shall comply as to form in all material respects with or the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent Other Filings, and the Company shall use reasonable best efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 and Proxy Statement received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on the Form S-4, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings made with the SEC. The Company shall provide Parent with a reasonable opportunity to review and comment on the Proxy Statement, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide Parent with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Form S-4 or the Proxy Statement shall be made without the approval of Parent and the Company, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Proxy Statement, 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; and provided, further, that the Company, in connection with a Change in the Company Recommendation (as defined in Section 6.1(b)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Company Recommendation. The Company will use commercially reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s 's shareholders as soon promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent 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 date of process) required to be taken under any applicable state securities Laws in connection with the issuance of Parent Common Stock and this Agreement; provided, however, the Company shall furnish all information concerning not be obligated to mail the definitive Proxy Statement to its shareholders until the Buyer shall have obtained a fully-executed commitment letter reasonably satisfactory to the Company and from the holders of Company Common Stock as may be reasonably requested Lender or other financing sources for at least $22,000,000 in connection with any such actionsenior debt financing. Parent will advise Each party shall promptly notify the Company, promptly after it receives notice thereof, of other party upon the time when the Form S-4 has become effective, the issuance receipt of any stop order, comments from the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering SEC or sale in any jurisdiction, its staff or any request by from the SEC or its staff for amendment amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party with copies of all correspondence between it and its representatives, on the Form S-4one hand, and the Company will advise ParentSEC and its staff, promptly after it receives notice thereof, of any request by on the SEC for amendment of other hand relating to the Proxy StatementStatement or the Other Filings. If at any time prior to the Effective Time Company Shareholders' Meeting, any information relating to Parent or the Company, Buyer or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company or Buyer which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement or the Other Filings, so that the Proxy Statement or the Other Filings shall not contain any of such documents would not include any misstatement 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 are made, not misleading, the party which discovers such information shall promptly notify the other party hereto andparty, to the extent required by Law, rules or regulations, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the party responsible for filing or mailing such document shall provide the other party with reasonable time and opportunity to review and comment on such document or response and, unless there has been a Change of Recommendation pursuant to 5.06(c) and termination in accordance with the termination provisions hereof, shall include in such document or response all such comments as may be reasonably proposed by the other party. Subject to Section 5.06(c), (i) the Proxy Statement shall contain the recommendation of the Company Board that the shareholders of the Company vote to adopt and approve this Agreement and the Merger and (ii) if requested to do so by Buyer at any time prior to the Company Shareholders' Meeting (as defined in Section 5.04(b)) and subject to compliance with applicable Laws, if there shall have been publicly announced an alternative Acquisition Proposal, the Company Board shall promptly, and in any event, no later than the earlier to occur of (x) the date that is three calendar days after such request and (y) the last day prior to the Company Shareholders' Meeting, publicly reaffirm such recommendation and announce that it is not recommending that the shareholders of the Company accept an alternative Acquisition Proposal.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date hereofof this Agreement, (i) the Company shall prepare (with Parent’s reasonable cooperation) and file with the SEC a proxy statement to be sent to the shareholders preliminary Proxy Statement, and (ii) each of the Company in connection with the Company Shareholder Meeting (such proxy statementand Buyer shall, and any amendments or supplements theretoshall cause their respective Affiliates to, the “Proxy Statement”) and Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 all other filings that are required to be filed by such party in connection with the transactions contemplated hereby (the “Other Filings”). Each of the Company and Buyer shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement or, to the extent applicable, the Other Filings, or that is customarily included in proxy statements or other filings prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Buyer shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto, the “Form S-4”). The Form S-4 and the Proxy Statement shall comply as to form in all material respects with or the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent Other Filings, and the Company shall use reasonable best efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 and Proxy Statement received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on the Form S-4, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings made with the SEC. The Company shall provide Parent with a reasonable opportunity to review and comment on the Proxy Statement, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide Parent with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Form S-4 or the Proxy Statement shall be made without the approval of Parent and the Company, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Proxy Statement, 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; and provided, further, that the Company, in connection with a Change in the Company Recommendation (as defined in Section 6.1(b)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Company Recommendation. The Company will use reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s shareholders as soon promptly as reasonably practicable after the Form S-4 is declared effective under date of this Agreement. Each party shall promptly notify the Securities Act. Parent 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 party upon the issuance of Parent Common Stock and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance receipt of any stop order, comments from the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering SEC or sale in any jurisdiction, its staff or any request by from the SEC or its staff for amendment amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party with copies of all correspondence between it and its representatives, on the Form S-4one hand, and the Company will advise ParentSEC and its staff, promptly after it receives notice thereof, of any request by on the SEC for amendment of other hand relating to the Proxy StatementStatement or the Other Filings. If at any time prior to the Effective Time Company Shareholders’ Meeting, any information relating to Parent or the Company, Buyer or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company or Buyer which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement or the Other Filings, so that the Proxy Statement or the Other Filings shall not contain any of such documents would not include any misstatement 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 are made, not misleading, the party which discovers such information shall promptly notify the other party hereto andparty, to the extent required by Law, rules or regulations, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the party responsible for filing or mailing such document shall provide the other party an opportunity to review and comment on such document or response and, unless there has been a Change of Recommendation pursuant to 5.06(c) and termination in accordance with the termination provisions hereof, shall include in such document or response comments reasonably proposed by the other party. Subject to Section 5.06(c), (x) the Proxy Statement shall contain the recommendation of the Company Board that the shareholders of the Company vote to adopt and approve this Agreement and the Merger and (y) if requested to do so by Buyer at any time prior to the Company Shareholders’ Meeting (as defined in Section 5.04(b)) and subject to compliance with applicable Laws, if there shall have been publicly announced an alternative Acquisition Proposal, the Company Board shall within a five days following such request (and in any event prior to the Company Shareholders’ Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the shareholders of the Company accept an alternative Acquisition Proposal.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date hereofof this Agreement, the Company shall prepare (with Parent’s reasonable cooperation) and file with the SEC SEC, subject to the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), a proxy statement relating to be sent to the shareholders of the Company in connection with the Company Shareholder Meeting Approval (such proxy statement, and any amendments as amended or supplements theretosupplemented from time to time, the “Proxy Statement”), which shall include the Company Board Recommendation, subject to the right of the Company Board to make a Company Adverse Recommendation Change pursuant to Section 5.5. The Company shall use its reasonable best efforts (i) and Parent shall prepare (with to respond to the Company’s reasonable cooperation) and file with comments of the SEC a registration statement on Form S-4 with respect and its staff, (ii) to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto, the “Form S-4”). The Form S-4 and have the Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective cleared by the SEC as promptly as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 and Proxy Statement received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on the Form S-4, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings made with the SEC. The Company shall provide Parent with a reasonable opportunity to review and comment on the Proxy Statement, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide Parent with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by referenceiii) to the Form S-4 or the Proxy Statement shall be made without the approval of Parent and the Company, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Proxy Statement, 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; and provided, further, that the Company, in connection with a Change in the Company Recommendation (as defined in Section 6.1(b)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Company Recommendation. The Company will use reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as soon promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action thereafter; provided, that (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 processA) required to be taken under any applicable state securities Laws in connection with the issuance of Parent Common Stock and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. advise Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent 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 Form S-4, and the Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy StatementStatement or comments thereon and responses thereto or requests by the SEC for additional information and (B) no filing of, or amendment or supplement to, the Proxy Statement shall be made by the Company without Parent’s prior consent (which shall not be unreasonably withheld or delayed) and without providing Parent the reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to Parent or the CompanyCompany or any Company Subsidiary, or any of their respective Affiliates, officers or directors, should be discovered by become known to Parent or the Company or any Company Subsidiary which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement Statement, 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 parties hereto and, to the extent required by Law, rules or regulations, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and and, to the extent required by Law, disseminated to the shareholders of the Company.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following (but no later than 20 days) after the date hereofexecution of this Agreement, the Company shall prepare (with Parent’s reasonable cooperation) and file with the SEC a proxy statement to be sent to in preliminary form for the shareholders of the Company in connection with the Company Shareholder Shareholders Meeting (such proxy statement, together with any amendments thereof or supplements thereto and any amendments or supplements theretoother required proxy materials, the “Proxy Statement”) and, after consultation with, and approval by, Parent (which shall prepare (not be unreasonably withheld or delayed), file the preliminary Proxy Statement with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto, the “Form S-4”)SEC. The Form S-4 and Company will cause the Proxy Statement shall to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and other applicable Lawpromulgated thereunder. Each of Parent and the The Company shall (i) use commercially reasonable best efforts to have obtain and furnish the Form S-4 declared effective information required to be included by the SEC as in the Proxy Statement, and respond, after consultation with Parent, promptly as practicable to any comments made by the SEC with respect to the Proxy Statement, and (ii) promptly upon the earlier of (A) receiving notification that the SEC is not reviewing the preliminary Proxy Statement and (B) the conclusion of any SEC review of the preliminary Proxy Statement, cause the definitive Proxy Statement to be mailed to the Company’s shareholders and, if necessary, after the filing thereof definitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff of any request by the SEC or its staff for amendments or supplements to the Proxy Statement and to keep shall provide Parent with copies of all correspondence between the Form S-4 effective as long as is necessary to consummate Company or any of its Representatives, on the Merger one hand, and the other transactions contemplated hereby. Parent and the Company shallSEC or its staff, as promptly as practicable after receipt thereof, provide on the other party copies of any written comments and advise the other party of any oral commentshand, with respect to the Form S-4 Proxy Statement. Without limiting the generality of the foregoing, Parent shall cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including promptly furnishing to the Company in writing upon request any and all information relating to the Parent Parties and their respective Affiliates as may be required to be set forth in the Proxy Statement received from the SECunder applicable Law. Parent The Proxy Statement shall provide contain the Company with Board Recommendation, except to the extent that the Company Board shall have effected a reasonable opportunity Change in Recommendation, to review and comment on the Form S-4extent permitted by Section 5.2. Notwithstanding anything to the contrary stated above, and prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto), prior or responding to filing such any comments of the SEC or its staff with the SECrespect thereto, and will promptly provide the Company with a copy of all such filings made with the SEC. The Company shall (x) provide Parent and its legal counsel with a reasonable opportunity to review and comment on the Proxy Statement, and any amendment Statement or supplement thereto, prior to filing such with the SEC, and will promptly provide Parent with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement response (including by incorporation by reference) to the Form S-4 or proposed final version of the final Proxy Statement or comments) and (v) shall be made without the approval of Parent and the Company, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that with respect to documents filed by a party which are incorporated by reference consider Parent’s comments in the Form S-4 or Proxy Statement, 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; and provided, further, that the Company, in connection with a Change in the Company Recommendation (as defined in Section 6.1(b)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Company Recommendation. The Company will use reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent 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 Parent Common Stock and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent 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 Form S-4, and the Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement 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 hereto and, to the extent required by Law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the shareholders of the Companygood faith.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly The Company shall, as reasonably soon as practicable following the date hereofof this Agreement, the Company shall prepare (with Parent’s reasonable cooperation) and file with the SEC a proxy statement to be sent to the shareholders of the Company in connection with the Company Shareholder Meeting (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”) and Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto, the “Form S-4”). The Form S-4 and Commission the Proxy Statement shall comply as to in preliminary form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of (provided that Parent and the Company its counsel shall use reasonable best efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 and Proxy Statement received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on the Form S-4, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings made with the SEC. The Company shall provide Parent with a be given reasonable opportunity to review and comment on the Proxy StatementStatement prior to its filing with the Commission), and the Company shall use its best efforts to respond as promptly as practicable to any comments of the Commission with respect thereto. The Company shall notify Parent promptly of the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Commission or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Requisite Shareholder Approval there shall occur any event that should be set forth in an amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide Parent with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Form S-4 or the Proxy Statement shall be made without the approval of Parent and the Company, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Proxy Statement, 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; and provided, further, that the Company, in connection with a Change in the Company Recommendation (as defined in Section 6.1(b)), may amend shall promptly prepare and mail to its shareholders such an amendment or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Company Recommendationsupplement. The Company will shall use reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s 's shareholders as soon promptly as reasonably practicable after filing with the Form S-4 is declared effective Commission. Subject to the fiduciary duties under applicable law of the Securities Act. Parent Company's Board of Directors, (i) the Proxy Statement shall also take any action contain the recommendation of the Company's Board of Directors, acting upon the recommendation of the Independent Committee, that the shareholders of the Company vote to adopt and approve this Agreement and the Merger and (other than qualifying ii) if requested 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 by Parent Common Stock and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent 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 Form S-4, and the Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating Shareholders Meeting and subject to Parent or compliance with their fiduciary duties under applicable law, if there shall have been publicly announced an alternative Acquisition Proposal (as hereinafter defined), the Company's Board of Directors, or any of their respective Affiliates, officers or directors, should be discovered by Parent or acting upon the Company which should be set forth in an amendment or supplement to any recommendation of the Form S-4 or the Proxy Statement so that any Independent Committee, shall within a reasonable period of time following 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 hereto and, request (and prior to the extent required by Law, rules or regulations, an appropriate amendment or supplement describing Shareholders Meeting) publicly reaffirm such information recommendation and shall be promptly filed with the SEC and disseminated to publicly announce that it is not recommending that the shareholders of the CompanyCompany accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Shareholders Meeting.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following after the date hereofexecution of this Agreement, the Company shall prepare (with Parent’s reasonable cooperation) and file with the SEC a proxy statement to be sent to the shareholders of the Company in connection with the Company Shareholder Meeting (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”) and Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto, the “Form S-4”). The Form S-4 and the Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 and Proxy Statement received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on the Form S-4, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings made with the SEC. The Company shall provide Parent with a reasonable opportunity obtain and furnish the information required to review and comment on the Proxy Statement, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide Parent with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Form S-4 or be included in the Proxy Statement and shall be respond promptly to any comments made without by the approval of Parent and the Company, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that SEC with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Proxy Statement, 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; and provided, further, that the Company, in connection with a Change in the Company Recommendation (as defined in Section 6.1(b)), may amend or supplement the preliminary Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Company Recommendation. The Company will use reasonable best efforts to and cause the definitive Proxy Statement and form of proxy to be mailed to the Company’s shareholders as soon as reasonably at the earliest practicable after date, subject to the Form S-4 is declared effective under the Securities Actprovisions of Section 5.3(c) hereof. Parent shall also take be responsible for preparing the first draft of the Proxy Statement and delivering it to the Company not later than April 25, 2004, shall otherwise cooperate in the preparation of the Proxy Statement and shall furnish the Company with all information relating to it and Merger Sub for inclusion in the Proxy Statement as the Company may reasonably request. The Company agrees, as to information with respect to the Company, its officers, directors, shareholders and subsidiaries contained in the Proxy Statement, and Parent agrees, as to information with respect to Parent and Merger Sub and their managers, members and officers contained in the Proxy Statement, that such information, at the date the definitive Proxy Statement is mailed to the shareholders of the Company and (as amended or supplemented) at the time of the Shareholders Meeting (and, if adjourned, at the time of each adjourned meeting), will not be false or misleading with respect to any action (other than qualifying material fact, or omit to do business in state any jurisdiction in which it is not now so qualified or to file a general consent to service of process) material fact required to be taken under any applicable state securities Laws stated therein or necessary to make the statements therein, in connection light of the circumstances in which they were made, not misleading. Parent and its counsel shall be given the opportunity to review the Proxy Statement and all amendments and supplements thereto prior to their being filed with the issuance of Parent Common Stock SEC, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with not make any such actionfiling without consulting with Parent and including such modifications as Parent reasonably requests. Parent The Company will advise the CompanyParent, promptly after it receives notice thereof, of the time when the Form S-4 Proxy Statement has become effective, been cleared by the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, SEC or any request by the SEC for an amendment of the Form S-4Proxy Statement or comments from the SEC thereon and proposed responses thereto or requests by the SEC for additional information, and Company shall timely furnish copies thereof to Parent. The Company, on the one hand, and Parent, on the other hand, agree to promptly correct any information provided by said party for use in the Proxy Statement, if and to the extent that it shall have become materially false or misleading, and the Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement. If at any time prior further agrees to the Effective Time any information relating take all steps reasonably necessary to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or cause the Proxy Statement as so that any of such documents would not include any misstatement of a material fact or omit corrected to state any material fact necessary be filed promptly with the SEC and to make use all reasonable efforts to cause the statements thereindefinitive Proxy Statement to be disseminated to the Company’s shareholders, in light of the circumstances under which they were madeeach case, not misleading, the party which discovers such information shall promptly notify the other party hereto and, as and to the extent required by Lawapplicable laws, rules or and regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the shareholders of the Company.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date hereof, the Company FCC shall prepare and shall cause to be filed with the Securities and Exchange Commission (with Parent’s reasonable cooperation"SEC") proxy materials mutually acceptable to FCC and UTG which shall constitute the proxy statement relating to the matters to be submitted to the Shareholders at the Shareholders' Meeting (as defined in (b) below) (the "Proxy Statement"). FCC and UTG shall also prepare, and file with the SEC SEC, a proxy statement to be sent to the shareholders of the Company in connection on Schedule 13E-3 (together with the Company Shareholder Meeting (such proxy statement, and any supplements or amendments or supplements thereto, the “Proxy Statement”) and Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto, the “Form S-4”"Schedule 13E-3"). The Form S-4 and the Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent FCC and the Company UTG shall use reasonable best efforts to have the Form S-4 declared effective Proxy Statement and, if applicable, the Schedule 13E-3, cleared by the SEC as promptly as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent UTG and the Company FCC shall, as promptly as practicable after receipt thereof, provide the other party Party copies of any written comments and advise the other party Party of any oral comments, with respect to the Form S-4 and Proxy Statement or the Schedule 13E-3 received from the SEC. Parent The Parties shall cooperate and provide the Company other with a reasonable opportunity to review and comment on the Form S-4, and any amendment or supplement thereto, to the Proxy Statement or the Schedule 13E-3 prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings made with the SEC. The Company shall provide Parent with a reasonable opportunity to review and comment on the Proxy Statement, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide Parent each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Form S-4 Proxy Statement or the Proxy Statement Schedule 13E-3 shall be made without the approval of Parent and the Companyboth Parties, which approval shall not be unreasonably withheld, conditioned withheld or delayed; provided, provided that with respect to documents filed by a party Party which are incorporated by reference in the Form S-4 Schedule 13E-3 or the Proxy Statement, this right of approval shall apply only with respect to information relating to the other party Party or its business, financial condition or results of operations; and provided, further, that the Company, in connection with a Change in the Company Recommendation (as defined in Section 6.1(b)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Company Recommendation. The Company FCC will use reasonable best efforts to cause the Proxy Statement and the Schedule 13E-3 to be mailed to the Company’s shareholders Shareholders, as soon promptly as reasonably practicable after the Form S-4 same is declared effective under cleared by the Securities ActSEC. Parent 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 Parent Common Stock and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Parent Each Party will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent 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 Form S-4, and the Company will advise Parentother, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy StatementStatement or the Schedule 13E-3. If at any time prior to the Effective Time any information relating to Parent UTG or the CompanyFCC, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered by Parent UTG or the Company FCC, which information should be set forth in an amendment or supplement to any of either the Form S-4 Schedule 13E-3 or the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or 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 hereto Party and, to the extent required by Lawlaw, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the shareholders of the CompanyShareholders.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly The Company shall, as reasonably soon as practicable following the date hereofof this Agreement, the Company shall prepare (with Parent’s reasonable cooperation) and file with the SEC a proxy statement to be sent to the shareholders of the Company in connection with the Company Shareholder Meeting (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”) and Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto, the “Form S-4”). The Form S-4 and the Proxy Statement shall comply as to form in all material respects with the applicable provisions preliminary form, and each of the Securities Act Company, Parent, and the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent and the Company Sub shall use their reasonable best efforts to have the Form S-4 declared effective by the SEC respond as promptly as practicable after to any comments of the filing thereof SEC with respect thereto. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to keep the Form S-4 effective as long as is necessary to consummate Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between the Merger Company or any of its Representatives, on the one hand, and the other transactions contemplated hereby. Parent and the Company shallSEC or its staff, as promptly as practicable after receipt thereof, provide on the other party copies of any written comments and advise the other party of any oral commentshand, with respect to the Form S-4 and Proxy Statement received from Statement. Prior to responding to any such comments or requests or the SEC. Parent shall provide filing or mailing of the Proxy Statement, the Company with a reasonable opportunity to review and comment on the Form S-4, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings made with the SEC. The Company (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings, (y) shall include in such drafts, correspondence and filings all comments reasonably proposed by Parent and, (z) to the extent practicable, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications with the SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, the Merger, this Agreement or any of the Transactions. If at any time prior to receipt of the Company Shareholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall, in accordance with the procedures set forth in this Section 6.01(a), prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and, to the extent required by applicable Law, distribute to its shareholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide which Parent with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Form S-4 or the Proxy Statement shall be made without the approval of Parent and the Company, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Proxy Statement, 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; and provided, further, that the Company, in connection with a Change in the Company Recommendation (as defined in Section 6.1(b)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Company Recommendationreasonably objects. The Company will shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as soon promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent 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 filing with the issuance of Parent Common Stock and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent 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 Form S-4, and the Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement 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 hereto and, to the extent required by Law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the shareholders of the CompanySEC.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly The Company shall, as reasonably soon as practicable following the date hereofof this Agreement, the Company shall prepare (with Parent’s reasonable cooperation) and file with the SEC a proxy statement to be sent to the shareholders of the Company in connection with the Company Shareholder Meeting (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”) and Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto, the “Form S-4”). The Form S-4 and Commission the Proxy Statement in preliminary form (provided that SG and its counsel shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 and Proxy Statement received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on the Form S-4, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings made with the SEC. The Company shall provide Parent with a be given reasonable opportunity to review and comment on the Proxy StatementStatement prior to its filing with the Commission), and the Company shall use its best efforts to respond as promptly as practicable to any comments of the Commission with respect thereto. The Company shall notify SG promptly of the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply SG with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Commission or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt (or waiver) of the Agreed Shareholder Approval there shall occur any event that should be set forth in an amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide Parent with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Form S-4 or the Proxy Statement shall be made without the approval of Parent and the Company, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Proxy Statement, 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; and provided, further, that the Company, in connection with a Change in the Company Recommendation (as defined in Section 6.1(b)), may amend shall promptly prepare and mail to its shareholders such an amendment or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Company Recommendationsupplement. The Company will shall use reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as soon promptly as reasonably practicable after filing with the Form S-4 is declared effective Commission. Subject to the fiduciary duties under applicable law of the Securities Act. Parent Company’s Board of Directors, (i) the Proxy Statement shall also take any action contain the recommendation of the Company’s Board of Directors, acting upon the recommendation of the Independent Committee, that the shareholders of the Company vote to adopt and approve this Agreement and the Merger and (other than qualifying ii) if requested 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 Parent Common Stock and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent 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 Form S-4, and the Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement. If SG at any time prior to the Effective Time any information relating Shareholders Meeting and subject to Parent or compliance with their fiduciary duties under applicable law, if there shall have been publicly announced an alternative Acquisition Proposal (as hereinafter defined), the Company’s Board of Directors, or any of their respective Affiliates, officers or directors, should be discovered by Parent or acting upon the Company which should be set forth in an amendment or supplement to any recommendation of the Form S-4 or the Proxy Statement so that any Independent Committee, shall within a reasonable period of time following 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 hereto and, request (and prior to the extent required by Law, rules or regulations, an appropriate amendment or supplement describing Shareholders Meeting) publicly reaffirm such information recommendation and/or shall be promptly filed with the SEC and disseminated to publicly announce that it is not recommending that the shareholders of the CompanyCompany accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Shareholders Meeting.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date hereof, the Company Company, in cooperation with Parent, shall prepare (with Parent’s reasonable cooperation) and file cause to be filed with the SEC a proxy statement to be sent to the shareholders of the Company materials in connection with the Company Shareholder Meeting (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”) and Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto, the “Form S-4”). The Form S-4 and the Proxy Statement shall comply compliance as to form in all material respects with all Applicable Law, including the applicable provisions of the Securities Act and the Exchange Act and Act, that shall constitute the rules and regulations thereunder and other applicable LawProxy Statement. Each If at any time prior to the Company Shareholder Meeting any fact or event relating to Parent or Merger Sub or any of their Affiliates which should be set forth in a supplement to the Proxy Statement should be discovered by Parent or Merger Sub or should occur, Parent and Merger Sub shall, promptly after becoming aware thereof, inform the Company of such fact or event. If at any time prior to the Company Shareholder Meeting any fact or event relating to the Company or any of its Affiliates which should be set forth in a supplement to the Proxy Statement should be discovered by the Company or should occur, the Company shall, promptly after becoming aware thereof, inform the Parent and Merger Sub of such fact or event. The Company shall use reasonable best efforts to have the Form S-4 declared effective Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated herebypromptly. Parent and the The Company shall, as promptly as practicable after receipt thereof, provide the other party Parent with copies of any written comments comments, and advise the other party Parent of any oral comments, with respect to the Form S-4 and Proxy Statement received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on the Form S-4, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings made with the SEC. The Company shall provide Parent with a reasonable opportunity to review and comment on the Proxy Statement, and any amendment or supplement thereto, to the Proxy Statement prior to filing such with the SEC, and the Company will promptly provide Parent with a copy of all such filings made with the SEC. No filing of, or amendment to, or written correspondence to the SEC or its staff with respect to the Proxy Statement shall be made by the Company without providing Parent and its counsel reasonable opportunity to review and comment thereon. Each of the Company, Parent and Merger Sub agrees to use its reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Company Common Shares entitled to vote at the Company Shareholders Meeting at the earliest practicable time. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Form S-4 or the Proxy Statement shall be made without the approval of Parent and the CompanyParent, which approval shall not be unreasonably withheld, conditioned withheld or delayed; providedprovided that, that with respect to documents filed by a party which the Company that are incorporated by reference in the Form S-4 or Proxy Statement, 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; and provided, further, that the Company, in connection with a Change in the Company Recommendation (as defined in Section 6.1(b)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Company Recommendation, and in such event, there shall be no right of approval. The Company will use all commercial and reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s Company shareholders as soon promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Actpracticable. Parent 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 Each of process) required to be taken under any applicable state securities Laws in connection with the issuance of Parent Common Stock and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Parent will advise the Company, Parent and Merger Sub agree to correct promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent 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 Form S-4, and the Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered provided by Parent or the Company which should be set forth it for inclusion in an amendment or supplement to any of the Form S-4 or the Proxy Statement so that any of such documents would not include any misstatement of a material fact which shall have become false 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 hereto and, to the extent required by Law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the shareholders of the Company.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date hereof, Parent and the Company shall prepare (with Parent’s reasonable cooperation) and file with the SEC a mutually acceptable proxy statement to be sent to materials which shall constitute the shareholders of the Company in connection with the Company Shareholder Meeting Proxy Statement (such proxy statement, and any amendments or supplements thereto, the “" Proxy Statement”.") and Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto, the “Form S-4”). The Form S-4 and the Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and other applicable LawAct. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent and the The Company shall, as promptly as practicable after receipt thereof, provide the other party Parent copies of any written comments and advise the other party Parent of any oral comments, with respect to the Form S-4 and Proxy Statement received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on the Form S-4, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings made with the SEC. The Company shall will provide Parent with a reasonable opportunity to review and comment on the Proxy Statement, and any amendment or supplement thereto, to the Proxy Statement prior to filing such with the SEC, and will promptly provide Parent with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Form S-4 or the Proxy Statement shall be made without the approval of Parent and the Companyboth parties, which approval shall not be unreasonably withheld, conditioned withheld or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Proxy Statement, 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; and provided, further, that the Company, in connection with a Change in the Company Recommendation (as defined in Section 6.1(b)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Company Recommendationparty. The Company will use reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act's shareholders. Parent 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 Parent Common Stock and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent 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 Form S-4, and the The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement so that any of such documents document 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 hereto and, to the extent required by Lawlaw, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the shareholders of the Company.