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

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable and in any event within twelve (12) Business Days following the date of this Agreement, the Company shall prepare and cause to be filed with the SEC in preliminary form the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information, and shall promptly provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall (with the assistance of Parent) (i) respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, including filing any amendments or supplements to the Proxy Statement as may be required, and (ii) use its reasonable best efforts to have the Proxy Statement cleared by the SEC as soon as reasonably practicable after such filing, and (iii) cause the Proxy Statement to be filed in definitive form and mailed to the Company’s shareholders as promptly as reasonably practicable thereafter. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response (and the Company shall give good faith consideration to including any such reasonable comments in the Proxy Statement (or any supplement or amendment thereto) or response letter).

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly The Company shall, as reasonably soon as practicable and in any event within twelve (12) Business Days following the date execution of this Agreement, the Company shall prepare and cause to be filed file with the SEC the Proxy Statement in preliminary form form, and each of the Proxy StatementCompany and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall promptly notify Parent upon promptly of the receipt of any comments from the SEC or the its staff and of any request by the SEC or any request from the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information, information and shall promptly provide supply Parent with copies of all correspondence between the Company and or any of its Representativesrepresentatives, on the one hand, and the SEC or the staff of the SECits staff, on the other hand. The Company shall (with the assistance of Parent) (i) respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC , with respect to the Proxy Statement. Parent shall provide promptly any information or responses to comments, including filing or other assistance, reasonably requested in connection with the foregoing. If at any amendments time prior to receipt of the Company Shareholder Approval there shall occur any event that should be set forth in an amendment or supplements supplement to the Proxy Statement as may be requiredStatement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement. The Company shall afford Parent the opportunity to comment upon, and (ii) shall accept all reasonable comments to, the Proxy Statement and any amendment or supplement thereto. The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as soon as reasonably practicable after such filing, and (iii) cause the Proxy Statement to be filed in definitive form and mailed to the Company’s 's shareholders as promptly as reasonably practicable thereafter. Prior to after filing or mailing with the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response (and the Company shall give good faith consideration to including any such reasonable comments in the Proxy Statement (or any supplement or amendment thereto) or response letter)SEC.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly Each of the Company, Sub and JGM shall as reasonably soon as practicable and in any event within twelve (12) Business Days following the date of this Agreement, hereof prepare and file with the SEC the Schedule 13E-3 and the Company shall as soon as practicable following the date hereof prepare and cause to be filed file with the SEC the Proxy Statement in preliminary form form, and each of the Proxy StatementCompany and Sub shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company Each of the Company, Sub and JGM shall notify the others promptly notify Parent upon of the receipt of any comments from the SEC or the its staff and of any request by the SEC or any request from the SEC or the its staff of the SEC for amendments or supplements to the Schedule 13E-3 and the Proxy Statement or for additional information, information and shall promptly provide Parent supply the others with copies of all correspondence between it or him, as the Company and case may be, or any of its Representativesor his, as the case may be, representatives, on the one hand, and the SEC or the staff of the SECits staff, on the other hand, with respect to the Schedule 13E-3 and the Proxy Statement, as applicable. The Company shall (with the assistance of Parent) (i) respond as promptly as reasonably practicable If at any time prior to any comments receipt of the SEC Company Shareholder Approval there shall occur any event that should be set forth in an amendment or the staff of the SEC with respect supplement to the Proxy Statement, including filing the Company shall promptly prepare and mail to its shareholders such an amendment or supplement. The Company shall not mail any amendments Proxy Statement, or supplements any amendment or supplement thereto, to the Proxy Statement as may be required, and (ii) which Sub reasonably objects. The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as soon as reasonably practicable after such filing, and (iii) cause the Proxy Statement to be filed in definitive form and mailed to the Company’s 's shareholders as promptly as reasonably practicable thereafter. Prior to after filing or mailing with the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response (and the Company shall give good faith consideration to including any such reasonable comments in the Proxy Statement (or any supplement or amendment thereto) or response letter)SEC.