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

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shall, as soon as practicable following the date of execution of this Agreement, prepare and file with the SEC the Proxy Statement (as defined in Section 6.01(c)) in preliminary form (provided that Parent, Sub and their counsel shall be given reasonable opportunity to review and comment on the Proxy Statement prior to its filing with the SEC), and each of the Company, Parent and Sub shall use its best efforts to respond as promptly as practicable to any comments of the 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 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 SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Company Stockholder 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 stockholders such an amendment or supplement. The Company shall use reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC. Subject to the fiduciary duties of the Company Board under applicable law, (i) the Proxy Statement shall contain the recommendation of the Company Board that the stockholders of the Company vote to adopt and approve this Agreement and the Merger and (ii) if requested to do so by Parent at any time prior to the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders Meeting.

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shall, As promptly as soon as reasonably practicable following the date of execution of this Agreement, but no later than June 25, 2010, the Company shall prepare and file cause to be filed with the SEC a preliminary proxy statement to be sent to the Proxy Statement (as defined in Section 6.01(c)) in preliminary form (provided that Parent, Sub and their counsel shall be given reasonable opportunity to review and comment on the Proxy Statement prior to its filing with the SEC), and each stockholders of the Company relating to the Company’s stockholders meeting (together with any amendments or supplements thereto, Parent and Sub shall use its best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto“Proxy Statement”). The Company shall use its reasonable best efforts to finalize the Proxy Statement as promptly as possible after such filing. The Company shall promptly notify Parent promptly of Phoenix upon the receipt of any comments from the SEC or its staff and of any request by from the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent provide Phoenix with copies of all correspondence between the Company or any of it and its representatives, on the one hand, and the SEC or its staffSEC, on the other hand, with respect . Phoenix shall have the opportunity to review and approve in its reasonable discretion the proxy statement and all amendments thereto and all correspondence from the Company and its representatives to the Proxy Statement. If at any time SEC related to the Company stockholders meeting (the “Stockholders Meeting”) prior to receipt of the Company Stockholder 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 stockholders such an amendment or supplement. The Company shall use reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC. Subject The Company shall, as soon as reasonably practicable following the date the SEC completes review of the Proxy Statement or notifies the Company that it will not review the Proxy Statement, duly call and give notice to the fiduciary duties Company stockholders by mailing the definitive Proxy Statement, convene and hold the Stockholders Meeting for the purpose of seeking Company stockholder approval and to solicit such approval from the stockholders. In connection with the Stockholders Meeting, the Company Board under applicable lawshall, through the Board, recommend to its stockholders that they approve (a) an increase in (i) its authorized shares of Common Stock to 519,000,000 and (ii) its authorized shares of Preferred Stock to 16,000,000, (b) the Proxy Statement Amended and Restated Certificate of Designation (Series A-1) and (c) elect four directors to the Board. The Company shall contain within one (1) Business Day of obtaining such stockholder approvals in accordance with the recommendation terms of this Agreement, the Purchase Agreement and the Investor Rights Agreement, take all requisite actions (including the filing of the Company Board that Charter Amendment, the stockholders Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1) with the Secretary of State of the Company vote State of Delaware) to adopt effect approvals and approve consummate the transactions contemplated by this Agreement and the Merger and (ii) if requested to do so by Parent at any time prior to other Transaction Documents, including the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders MeetingPurchase Agreement.

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shall, As promptly as soon as reasonably practicable following the date of execution of this Agreement, but no later than June 25, 2010, the Company shall prepare and file cause to be filed with the SEC a preliminary proxy statement to be sent to the Proxy Statement (as defined in Section 6.01(c)) in preliminary form (provided that Parent, Sub and their counsel shall be given reasonable opportunity to review and comment on the Proxy Statement prior to its filing with the SEC), and each stockholders of the Company relating to the Company’s stockholders meeting (together with any amendments or supplements thereto, Parent and Sub shall use its best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto“Proxy Statement”). The Company shall use its reasonable best efforts to finalize the Proxy Statement as promptly as possible after such filing. The Company shall promptly notify Parent promptly of Phoenix upon the receipt of any comments from the SEC or its staff and of any request by from the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent provide Phoenix with copies of all correspondence between the Company or any of it and its representatives, on the one hand, and the SEC or its staffSEC, on the other hand, with respect . Phoenix shall have the opportunity to review and approve in its reasonable discretion the proxy statement and all amendments thereto and all correspondence from the Company and its representatives to the Proxy Statement. If at any time SEC related to the Company stockholders meeting (the “Stockholders Meeting”) prior to receipt of the Company Stockholder 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 stockholders such an amendment or supplement. The Company shall use reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC. Subject The Company shall, as soon as reasonably practicable following the date the SEC completes review of the Proxy Statement or notifies the Company that it will not review the Proxy Statement, duly call and give notice to the fiduciary duties Company stockholders by mailing the definitive Proxy Statement, convene and hold the Stockholders Meeting for the purpose of seeking Company stockholder approval and to solicit such approval from the stockholders. In connection with the Stockholders Meeting, the Company Board under applicable lawshall, through the Board, recommend to its stockholders that they approve (a) an increase in (i) its authorized shares of Common Stock to 519,000,000 and (ii) its authorized shares of Preferred Stock to 16,000,000, (b) the Proxy Statement Amended and Restated Certificate of Designation (Series A-1) and (c) elect four directors to the Board. The Company shall contain within one (1) Business Day of obtaining such stockholder approvals in accordance with the recommendation terms of this Agreement, the Exchange Agreement and the Investor Rights Agreement, take all requisite actions (including the filing of the Company Board that Charter Amendment, the stockholders Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1) with the Secretary of State of the Company vote State of Delaware) to adopt effect approvals and approve consummate the transactions contemplated by this Agreement and the Merger and (ii) if requested to do so by Parent at any time prior to other Transaction Documents, including the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders MeetingExchange Agreement.

Preparation of Proxy Statement; Stockholders Meeting. (a) The If the approval of this Agreement by the Company's stockholders is required by Applicable Law, the Company shall, as soon as practicable following the date expiration of execution of this Agreementthe Offer, prepare in accordance with the rules and regulations of the SEC and file with the SEC the Proxy Statement (as defined in Section 6.01(c)) in preliminary form (provided that Parent, Sub and their counsel shall be given reasonable opportunity to review and comment on the Proxy Statement prior to its filing with the SEC)form, and each of the Company, Company and Parent and Sub shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company and Parent shall cooperate with one another in connection with the preparation of the Proxy Statement. 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 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 SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Company Stockholder 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 stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects, unless the Company is advised by outside counsel that it is required to do so by Applicable Law. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC. Subject to the fiduciary duties of the Company Board under applicable law, (i) the Proxy Statement shall contain with the recommendation of SEC and receiving clearance from the Company Board that the stockholders of the Company vote SEC with respect to adopt and approve this Agreement and the Merger and (ii) if requested to do so by Parent at any time prior to the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders MeetingProxy Statement.

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shall, As promptly as soon as reasonably practicable following the date of execution of this Agreement, Valero and Premcor shall cooperate in preparing and each shall cause to be filed with the SEC mutually acceptable proxy materials that shall constitute the Proxy Statement/Prospectus and Valero shall prepare and file with the SEC the Form S-4. The Proxy Statement (Statement/Prospectus will be included as defined a prospectus in Section 6.01(c)) in preliminary form (provided that Parentand will constitute a part of the Form S-4 as Valero’s prospectus. Each of Valero and Premcor shall use reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Valero and Premcor shall, Sub as promptly as practicable after receipt thereof, provide each other with copies of any written comments, and their counsel advise each other of any oral comments, with respect to the Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall be given cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement Statement/Prospectus and the Form S-4 prior to its filing such with the SEC and will provide 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 Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Valero and each Premcor, which approval shall not be unreasonably withheld or delayed; provided that, with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the Companytransactions contemplated hereby or to the other party or its business, Parent and Sub shall financial condition or results of operations. Premcor will use its reasonable best efforts to respond cause the Proxy Statement/Prospectus to be mailed to Premcor stockholders as promptly as practicable to any comments after the Form S-4 is declared effective under the Securities Act. Each party will advise the other party, promptly after it receives notice thereof, of the SEC with respect thereto. The Company shall notify Parent promptly time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the receipt qualification of the Valero Common Stock issuable in connection with the Merger for offering or sale in any comments from the SEC jurisdiction, or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies amendment of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement/Prospectus or the Form S-4. If If, at any time prior to receipt the Effective Time, any information relating to Valero or Premcor, or any of the Company Stockholder Approval there shall occur any event that their respective Affiliates, officers or directors, is discovered by Valero or Premcor and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus 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 Company party discovering such information shall promptly prepare and mail notify the other party and, to its stockholders such the extent required by law, rules or regulations, an appropriate amendment or supplement. The Company supplement describing such information shall use reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing filed with the SEC. Subject SEC and disseminated to the fiduciary duties of the Company Board under applicable law, (i) the Proxy Statement shall contain the recommendation of the Company Board that the stockholders of the Company vote to adopt and approve this Agreement and the Merger and (ii) if requested to do so by Parent at any time prior to the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders MeetingPremcor.

Preparation of Proxy Statement; Stockholders Meeting. (a) The If the adoption of this Agree ment by the Company's stockholders is required by Law, the Company shall, at Parent's request, as soon as practicable following the date of execution of this Agreementacceptance for payment of, and payment for, Company Common Stock pursuant to the Offer, prepare and file with the SEC the Proxy Statement (as defined in Section 6.01(c)) in preliminary form (provided that Parent, Sub and their counsel shall be given reasonable opportunity to review and comment on the Proxy Statement prior to its filing with the SEC)form, and each of the Company, Company and Parent and Sub shall use its best commercially reasonable efforts to respond as promptly as practicable to any comments of the 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 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 SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Company Stockholder 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 stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects; provided, however, that Parent shall cooperate with the Company to resolve such -------- ------- objections. The Company shall use reasonable its best efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC. Subject to the fiduciary duties of the Company Board under applicable law, (i) the Proxy Statement shall contain the recommendation of the Company Board that the stockholders of the Company vote to adopt and approve this Agreement and the Merger and (ii) if requested to do so by Parent at any time prior to the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders Meeting.

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shall, As promptly as soon as reasonably practicable following the date of execution of this Agreement, (i) Acquirer will provide the Company with all information with respect to the Acquirer Group as is reasonably necessary or advisable for inclusion in the Proxy Statement, (ii) the Company shall prepare and and, after obtaining the approval of Acquirer, which approval shall not be unreasonably withheld, delayed or conditioned, file with the SEC the Proxy Statement (as defined in Section 6.01(c)) in preliminary form form, and (provided that Parentiii) the Company and Acquirer shall prepare the Schedule 13E-3. Without limiting the foregoing, Sub each of the Company and their counsel shall be given Acquirer will take all reasonable opportunity steps necessary or advisable to review and comment on enable the Proxy Statement prior and the Schedule 13E-3 to its filing be filed with the SEC)SEC no later than June 25, and each 2004. Each of the Company, Parent Company and Sub Acquirer shall use its best commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Each of the Company and Acquirer shall notify Parent the other 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 the Proxy Statement or the Schedule 13E-3 or for additional information and shall supply Parent the others with copies of all correspondence between the Company it or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Schedule 13E-3, as applicable. Absent any temporary restraining order, preliminary or permanent injunction or other order or decree issued by any court of competent jurisdiction or other legal restraint or prohibition or notification by the SEC of the commencement of an SEC review of the preliminary Proxy Statement, the Company shall file with the SEC the definitive Proxy Statement as soon as reasonably practicable following the filing of the preliminary Proxy Statement with the SEC (but not earlier than the 10th calendar day following the filing of the preliminary Proxy Statement), and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company to occur as promptly as practicable thereafter. If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy StatementStatement or the Company or Acquirer shall otherwise reasonably determine that any amendment or supplement should be made to the Proxy Statement in accordance with applicable Law, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. The Company shall use reasonable efforts Prior to cause responding to any comments of the SEC with respect to the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC. Subject to the fiduciary duties of Statement, the Company Board under applicable law, (i) the Proxy Statement shall contain the recommendation of the Company Board that the stockholders of the Company vote provide Acquirer an opportunity to adopt review and approve this Agreement and the Merger comment on such document or response, and (ii) if requested to do so shall consider in good faith for inclusion in such document or response all comments reasonably proposed by Parent at any time prior to the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders MeetingAcquirer.

Preparation of Proxy Statement; Stockholders Meeting. (a) The If the adoption of this Agreement by the Company’s stockholders is required by Law, the Company shall, at Parent’s and U.S. Parent’s request, as soon as practicable following the date expiration of execution of this Agreementthe Offer, prepare and file with the SEC the Proxy Statement (as defined in Section 6.01(c)) in preliminary form (provided that Parent, Sub and their counsel shall be given reasonable opportunity to review and comment on the Proxy Statement prior to its filing with the SEC)form, and each of the Company, Parent and Sub U.S. Parent shall use its best reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent and U.S. 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 the Proxy Statement or for additional information and shall supply Parent and U.S. Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Company Stockholder 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 stockholders such an amendment or supplement. The Company shall provide Parent and U.S. Parent and their counsel a reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC and shall provide Parent and U.S. Parent and their counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information prior to their being filed with, or sent to, the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent, U.S. Parent or their counsel, recognizing that the ultimate form and content of the Proxy Statement, any amendments and supplements thereto, and any response to requests for additional information will be the responsibility of the Company. The Company shall use its reasonable efforts to cause the Proxy Statement to be mailed to the Company's ’s stockholders as promptly as practicable after filing with the SEC. Subject to the fiduciary duties of the Company Board under applicable law, (i) the Proxy Statement shall contain the recommendation of the Company Board that the stockholders of the Company vote to adopt and approve this Agreement and the Merger and (ii) if requested to do so by Parent at any time prior to the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders Meeting.

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shallUnless Parent and Merger Sub own 90% or more of the outstanding Shares (determined on a fully diluted basis) after purchasing Shares in the Offer, then as soon as practicable following after such purchase the date Company shall prepare in accordance with the rules and regulations of execution of this Agreement, prepare the SEC and file with the SEC a proxy statement of the Company (the “Proxy Statement (as defined in Section 6.01(c)Statement”) in preliminary form (provided that Parent, Sub and their counsel shall be given reasonable opportunity to review and comment on soliciting proxies from the Proxy Statement prior to its filing with holders of Shares for the SEC), and each adoption of this Agreement for use at a special meeting of the Company, stockholders of the Company to be called by the Company for the purpose of obtaining the Company Requisite Vote (the “Company Stockholders Meeting”). Each of the Company and Parent and Sub shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company and Parent shall cooperate with one another in connection with the preparation of the Proxy Statement. 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 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 SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Company Stockholder 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 stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects, unless the Company is advised by outside counsel that it is required to do so by applicable Law. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's ’s stockholders as promptly as practicable after filing with the SEC. Subject to the fiduciary duties of the Company Board under applicable law, (i) the Proxy Statement shall contain with the recommendation of SEC and receiving clearance from the Company Board that the stockholders of the Company vote SEC with respect to adopt and approve this Agreement and the Merger and (ii) if requested to do so by Parent at any time prior to the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders MeetingProxy Statement.

Preparation of Proxy Statement; Stockholders Meeting. (a) The If the adoption of this Agreement by the Company's stockholders is required by Law, the Company shall, as soon as practicable following the date expiration of execution of this Agreementthe Offer (provided that the Minimum Tender Condition has been satisfied), prepare and file with the SEC the Proxy Statement (as defined in Section 6.01(c)) in preliminary form (provided that Parent, Sub and their counsel shall be given reasonable opportunity to review and comment on the Proxy Statement prior to its filing with the SEC)form, and each of the Company, Company and Parent and Sub shall use its reasonable best efforts to respond as promptly as practicable to any comments of the 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 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 SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Company Stockholder 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 stockholders such an amendment or supplement. No filing of, or amendment to, the Proxy Statement or any response to comments of the SEC shall be made by the Company without first providing Parent a reasonable opportunity to review and comment thereon. The Company shall include in such document or response all comments reasonably proposed by Parent and shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC. Subject to the fiduciary duties of the Company Board under applicable law, (i) the Proxy Statement shall contain the recommendation of the Company Board that the stockholders of the Company vote to adopt and approve this Agreement and the Merger and (ii) if requested to do so by Parent at any time prior to the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders Meeting.

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shall, As promptly as soon as reasonably practicable following after the date of execution of this AgreementAgreement (and, in any event, not later than the 15th Business Day immediately thereafter), the Company shall (i) prepare (with Parent’s reasonable cooperation to the extent required) and file with the SEC a proxy statement (as amended or supplemented from time to time, the “Proxy Statement”) to be sent to the stockholders of the Company relating to the special meeting of the Company’s stockholders (the “Company Stockholders Meeting”) to be held to consider the adoption and approval of this Agreement and (ii) set a record date for the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. No filing or mailing of, or amendment or supplement to, the Proxy Statement (as defined in Section 6.01(c)) in preliminary form (provided that Parent, Sub and their counsel shall will be given made by the Company without providing Parent a reasonable opportunity to review and comment thereon (and including therein all comments reasonably proposed by Parent) and without the prior approval of Parent (which shall not be unreasonably withheld). The Company will advise Parent promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement or comments on the Proxy Statement prior to its filing with and responses thereto or requests by the SEC)SEC for additional information, and each will promptly provide Parent with true, correct and complete copies of the Company, Parent and Sub shall use its best efforts to respond as promptly as practicable to any comments of written communication from the SEC with respect or any state securities commission and a reasonable opportunity to participate in the responses thereto. The Company shall notify Parent promptly of the receipt of respond to any requests or comments from the SEC as promptly as practicable and will provide Parent a reasonable opportunity to review and comment thereon (and include all comments reasonably proposed by Parent in such any response); provided, that the Company will not file or otherwise deliver to the SEC any such response without the prior approval of Parent (which shall not be unreasonably withheld). The Company shall cause the Proxy Statement to be mailed to its staff and stockholders on or prior to the third Business Day after the resolution of any request by comments thereon from the SEC or, if the SEC does not inform the Company that it intends to review the Proxy Statement on or before the 10th calendar day following the filing of the Proxy Statement, on or prior to the third Business Day following such 10th calendar day. The Company shall use reasonable best efforts to cause all documents that it is responsible for filing with the SEC or its staff for amendments or supplements other regulatory authorities under this Section 5.5(a) to the Proxy Statement or for additional information and shall supply Parent comply in all material respects with copies all applicable requirements of all correspondence between the Company or any of its representativesLaw. If, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Effective Time, any information should be discovered by the Company Stockholder Approval there shall occur any event or Parent that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall use reasonable efforts to cause so that the Proxy Statement would not 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 that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall promptly be mailed filed by the Company with the SEC and, to the Company's stockholders as promptly as practicable after filing with the SEC. Subject to the fiduciary duties of extent required under applicable Law, disseminated by the Company Board under applicable law, (i) the Proxy Statement shall contain the recommendation of the Company Board that the to stockholders of the Company vote to adopt and approve this Agreement Company; provided, that the delivery of such notice and the Merger and (ii) if requested filing of any such amendment or supplement shall not affect or be deemed to do so modify any representation or warranty made by Parent at any time prior party hereunder or otherwise affect the remedies available hereunder to the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders Meetingany party.

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shall, as soon as practicable following and in any event within twenty (20) Business Days after the date of execution of this Agreementhereof, prepare and file with the SEC the Proxy Statement (as defined in Section 6.01(c)) in preliminary form (provided that Parent, Sub and their counsel shall be given reasonable opportunity to review and comment on the Proxy Statement prior to its filing with the SEC)form, and each of the Company, Company and Parent and Sub shall use its best reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required to be set forth in the Proxy Statement. Each of Parent and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and to correct any material omissions therein. 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 the Proxy Statement or for additional information and shall supply make available to Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, staff with respect to the Proxy Statement. Each of the parties shall use its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. If at any time prior to receipt of the Company Stockholder 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 stockholders such an amendment or supplement. The Company shall provide Parent and its counsel a reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC and shall provide Parent and their counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information prior to their being filed with, or sent to, the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent or its counsel. The Company shall use its reasonable efforts to cause the Proxy Statement to be mailed to the Company's ’s stockholders as promptly as practicable after filing with the SEC. Subject to the fiduciary duties of the Company Board under applicable law, (i) the Proxy Statement shall contain the recommendation of the Company Board that the stockholders of the Company vote to adopt and approve this Agreement and the Merger and (ii) if requested to do so by Parent at any time prior to the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders Meeting.

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shall, As promptly as soon as reasonably practicable following after the date of execution of this AgreementAgreement (and, in any event, not later than the fifteenth (15th) Business Day immediately thereafter, provided there shall not exist a then-pending Acquisition Proposal), the Company shall (i) prepare (with the Parent’s reasonable cooperation to the extent required) and file with the SEC a proxy statement (as amended or supplemented from time to time, the “Proxy Statement”) to be sent to the stockholders of the Company relating to the special meeting of the Company’s stockholders (the “Company Stockholders Meeting”) to be held to consider, among other matters, the adoption of this Agreement and (ii) set a record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. No filing or mailing of, or amendment or supplement to, the Proxy Statement (as defined in Section 6.01(c)) in preliminary form (provided that Parent, Sub and their counsel shall will be given made by the Company without providing the Parent a reasonable opportunity to review and comment on thereon (and considering in good faith all comments reasonably proposed by the Parent). The Company will advise the Parent promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement prior to its filing with or comments thereon and responses thereto or requests by the SEC)SEC for additional information, and each will promptly provide the Parent with true, correct and complete copies of the Company, Parent and Sub shall use its best efforts to respond as promptly as practicable to any comments of written communication from the SEC with respect or any state securities commission and a reasonable opportunity to participate in the responses thereto. The Company shall notify Parent promptly of the receipt of use commercially reasonable efforts to respond to any requests or comments from the SEC or its staff as promptly as practicable and of any request will provide the Parent a reasonable opportunity to review and comment thereon (and consider in good faith all comments reasonably proposed by the SEC 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 in any of its representativessuch response). If, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Effective Time, any information should be discovered by the Company Stockholder Approval there shall occur any event or the Parent that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall use reasonable efforts to cause so that the Proxy Statement would not 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 that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall promptly be mailed filed by the Company with the SEC and, to the Company's stockholders as promptly as practicable after filing with the SEC. Subject to the fiduciary duties of the Company Board extent required under applicable law, (i) the Proxy Statement shall contain the recommendation of the Company Board that the disseminated to stockholders of the Company vote to adopt and approve this Agreement Company; provided that the delivery of such notice and the Merger and (ii) if requested filing of any such amendment or supplement shall not affect or be deemed to do so modify any representation or warranty made by Parent at any time prior party hereunder or otherwise affect the remedies available hereunder to the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders Meetingany party.

Preparation of Proxy Statement; Stockholders Meeting. (a) The In the event that Section 253 of the DGCL is unavailable and inapplicable to effectuate the Merger, as promptly as reasonably practicable following the Acceptance Time, the Company shall, as soon as practicable following with the date assistance and approval (not to be unreasonably withheld, conditioned or delayed) of execution of this AgreementParent, prepare and file with the SEC the preliminary Proxy Statement. The Company shall use commercially reasonable efforts to clear the preliminary Proxy Statement (with the SEC as defined in Section 6.01(c)) in preliminary form (provided that Parentpromptly as practicable after such filing. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement has been cleared with the 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 and Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on thereon (and the Proxy Statement prior Company shall give reasonable consideration to its filing with the SECall additions, deletions, changes or other comments suggested by Parent, Merger Sub or their counsel), and each of the Company, Parent and Sub shall use its best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent will advise Parent, promptly of the receipt of any comments from the SEC or its staff and after it receives notice thereof, of any request by the SEC or its staff for amendments or supplements to the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC 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 SEC or its staff, on the other hand, with respect to the Proxy Statementinformation. If at any time prior to receipt of the Effective Time any information relating to the Company Stockholder Approval there shall occur or Parent, or any event of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the Company statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly prepare notify the other parties hereto and mail to its stockholders such an appropriate amendment or supplement. The Company supplement describing such information shall use reasonable efforts to cause be promptly filed with the Proxy Statement to be mailed SEC and, to the Company's stockholders as promptly as practicable after filing with the SEC. Subject extent required by Law, disseminated to the fiduciary duties of the Company Board under applicable law, (i) the Proxy Statement shall contain the recommendation of the Company Board that the stockholders of the Company vote to adopt and approve this Agreement and the Merger and (ii) if requested to do so by Parent at any time prior to the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders MeetingCompany.

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shall, as As soon as reasonably practicable following the date of execution of this Agreement, the Company shall prepare and file with the SEC Securities and Exchange Commission (the “SEC”) preliminary proxy materials and any amendments or supplements thereto to solicit the Company Stockholder Approval at a meeting called for such purpose (the “Company Stockholder Meeting”) (such Proxy Statement, and any amendments or supplements thereto, the “Proxy Statement”). The Proxy Statement shall comply in all material respects with the applicable provisions of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The parties shall cooperate fully with each other in the preparation of the Proxy Statement (and shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use all reasonable best efforts to have the Proxy Statement cleared by the SEC as defined promptly as practicable after filing it with the SEC. The Company shall promptly provide copies to the Purchaser, consult with the Purchaser and cooperate with the Purchaser in Section 6.01(c)) in preliminary form (provided that Parent, Sub preparing written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and their counsel promptly advise the Investor of any oral comments received from the SEC. The Company shall be given provide the Purchaser with a reasonable opportunity to review and comment on the Proxy Statement prior to its filing with the SEC), and each of the Company, Parent and Sub shall use its best efforts to respond as promptly as practicable to any comments of the 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 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 SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy StatementStatement prior to filing such with the SEC and will provide the Purchaser a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, the Company shall promptly prepare and mail to its stockholders such an no amendment or supplementsupplement (including by incorporation by reference) to the Proxy Statement shall be made without the approval of the Purchaser, which approval shall not be unreasonably withheld, conditioned or delayed. The Company parties shall use all reasonable best efforts to cause the Proxy Statement and all other customary proxy or other materials for meetings such as the Company Stockholder Meeting to be mailed to the Company's stockholders holders of the Company Common Stock (the “Company Stockholders”) as promptly as practicable after filing with it is cleared by the SEC. Subject to the fiduciary duties of the Company Board under applicable law, (i) the Proxy Statement shall contain the recommendation of the Company Board that the stockholders of the Company vote to adopt and approve this Agreement and the Merger and (ii) if requested to do so by Parent at any time prior to the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders Meeting.

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shall, As promptly as soon as reasonably practicable following the date of execution of this Agreementhereof, the Company shall prepare (with Parent's reasonable cooperation) and file with the SEC a proxy statement to be sent to the stockholders of the Company in connection with the Company Stockholder 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 a registration statement on Form S-4 with respect to the issuance of Parent Common Stock and the Parent Convertible Preferred Stock, if any, 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 defined to form in Section 6.01(c)) in preliminary form (provided that Parentall 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 transactions contemplated thereby. Parent and the Company shall, Sub as promptly as practicable after receipt thereof, provide the other party copies of any written comments and their counsel advise the other party of any oral comments, with respect to the Form S-4 and Proxy Statement received from the SEC. Parent shall be given 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 Statement, and any amendment or supplement thereto, prior to its filing such with the SEC), and each 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, Parent and Sub which approval shall use its best efforts to respond as promptly as practicable to any comments of the SEC not be unreasonably withheld, conditioned or delayed; provided, that with respect theretoto 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. 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 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 SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Company Stockholder 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 stockholders such an amendment or supplement. The Company shall will use reasonable best efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly soon as reasonably practicable after filing 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 SECissuance of Parent Common Stock and Parent Convertible Preferred Stock and the Company shall furnish all information concerning the Company and the holders of Company Common Stock and Company Convertible Preferred Stock as may be reasonably requested in connection with any such action. Subject to Parent will advise the fiduciary duties 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 or Parent Convertible Preferred 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 Board under applicable lawwill advise Parent, (i) promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement shall contain the recommendation of the Company Board that the stockholders of the Company vote to adopt and approve this Agreement and the Merger and (ii) if requested to do so by Parent 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 Stockholders Meeting (as defined which should be set forth in Section 6.01(b)) and subject an amendment or supplement to compliance with applicable lawsany 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, if there shall have been publicly announced an alternative Acquisition Proposalin light of the circumstances under which they were made, not misleading, the Company Board party which discovers such information shall within a reasonable period of time following such request (and prior promptly notify the other party hereto and, to the Company Stockholders Meeting) publicly reaffirm extent required by Law, rules or regulations, an appropriate amendment or supplement describing such recommendation and/or information shall publicly announce that it is not recommending that be promptly filed with the SEC and disseminated to the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders MeetingCompany.

Preparation of Proxy Statement; Stockholders Meeting. Schedule 13E-3. (a) The Company shallwill, as soon promptly as practicable following the date of execution this Agreement and in consultation with Purchaser, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders' Meeting") for the purpose of approving this Agreement, the Merger and the transactions contemplated by this Agreement. Subject to Section 5.7, the Company will, through the Board of Directors and the Special Committee, recommend to its stockholders approval of the foregoing matters and seek to obtain all votes and approvals thereof by the stockholders. (b) In connection with the Stockholders' Meeting contemplated hereby, the Company will promptly prepare and file file, and Purchaser will cooperate with the Company in the preparation and filing of, a preliminary proxy statement (the "Preliminary Proxy Statement") with the SEC and will use its commercially reasonable best efforts to respond to the comments of the SEC concerning the Preliminary Proxy Statement and to cause a final proxy statement (the "Company Proxy Statement") to be mailed to the Company's stockholders, in each case as defined in Section 6.01(c)) in preliminary form (provided that Parent, Sub and their counsel soon as reasonably practicable. Purchaser shall be given a reasonable opportunity to review and comment on all filings with the Proxy Statement SEC and all mailings to the Company's stockholders in connection with the Merger prior to its the filing with the SEC)or mailing thereof, and each of the Company, Parent and Sub Company shall use its commercially reasonable best efforts to reflect all such comments. The Company shall pay the filing fees for the Schedule 13E-3 and the Preliminary Proxy Statement. The Company will cooperate with Purchaser in the preparation and filing of the Rule 13E-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") with the SEC and will use its commercially reasonable best efforts to respond as promptly as practicable to any comments of by the SEC with respect theretoconcerning the Schedule 13E-3. The Company shall Each party to this Agreement will notify Parent the other parties promptly of the receipt of any the comments from of the SEC, if any, notification of SEC or its staff approval of the Company Proxy Statement and of any request by the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Preliminary Proxy Statement or the Company Proxy Statement or for additional information information, and shall will promptly supply Parent the other parties with copies of all correspondence between the Company such party or any of its representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Schedule 13E-3, the Preliminary Proxy Statement, the Company Proxy Statement or the Merger. (c) If at any time prior to the Stockholders' Meeting, any event should occur relating to the Company or any of the Subsidiaries which should be set forth in an amendment of, or a supplement to, the Schedule 13E-3 or the Company Proxy Statement, the Company will promptly inform Purchaser. If at any time prior to receipt the Stockholders' Meeting, any event should occur relating to Purchaser or any of its respective Associates or Affiliates, or relating to the plans of any such persons for the Surviving Corporation after the Effective Time of the Company Stockholder Approval there shall occur any event Merger, or relating to the Financing, that should be set forth in an amendment of, or a supplement to, the Schedule 13E-3 or the Company Proxy Statement, the Company, with the cooperation of Purchaser, will, upon learning of such event, promptly prepare, file and, if required, mail such amendment or supplement to the Company's stockholders; provided that, prior to such filing or mailing, the Company shall consult with Purchaser with respect to such amendment or supplement and shall afford Purchaser reasonable opportunity to comment thereon. (d) Purchaser shall furnish to the Company the information relating to Purchaser, its Associates and Affiliates and the plans of such persons for the Surviving Corporation after the Effective Time of the 11 15 Merger, and relating to the Financing, which is required to be set forth in the Preliminary Proxy Statement or the Company Proxy Statement under the Exchange Act and the rules and regulations of the SEC thereunder. The Company shall cause to be included (i) as an exhibit to the Preliminary Proxy Statement and the Company Proxy Statement, the Company shall promptly prepare written fairness opinion of the Financial Advisor referred to in Section 3.1(i), and mail (ii) as an exhibit to its stockholders such an amendment or supplement. The Company shall use reasonable efforts to cause the Proxy Statement to be mailed Schedule 13E-3 any materials delivered to the Company's stockholders as promptly as practicable after filing Board of Directors by the Financial Advisor in connection with the SEC. Subject to the fiduciary duties delivery of the Fairness Opinion which are required under Schedule 13E-3 to be filed as exhibits. (e) The Company Board under applicable law, (i) the Proxy Statement shall contain the recommendation of the Company Board that the stockholders of the Company vote will cause its transfer agent to adopt and approve this Agreement and the Merger and (ii) if requested to do so by Parent at any time prior make stock transfer records relating to the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior available to the Company extent reasonably necessary to effectuate the intent of this Agreement. (f) At the Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that , Purchaser covenants to vote all Shares it is not recommending that the stockholders will own or have a right to vote in favor of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders MeetingMerger. SECTION 5.2.

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shall, as soon as practicable following the date of execution of this Agreement, prepare and file with the SEC the Proxy Statement (as defined in Section 6.01(c)) in preliminary form (provided that ParentBuyer, Sub and their its counsel shall be given reasonable opportunity to review and comment on the Proxy Statement and any amendments thereto prior to its filing with the SEC), and each of the Company, Parent Company and Sub Buyer shall use its best all commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent Buyer 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 the Proxy Statement or for additional information and shall supply Parent Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Company Stockholder 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 stockholders such an amendment or supplement. The Company shall use all commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC. Subject to the fiduciary duties of Section 6.01(d) hereof, unless the Company Board under applicable law, (ishall have terminated this Agreement pursuant to Section 8.01(h) the Proxy Statement shall contain the recommendation of the Company Board that the stockholders of the Company vote to adopt and approve this Agreement and the Merger and (ii) if Merger. If requested to do so by Parent Buyer at any time prior to the Company Stockholders Meeting (as defined in Section 6.01(b)) and subject to compliance with applicable lawsLaws, if there shall have been publicly announced an alternative Acquisition Proposal, the Company Board shall within a reasonable period of time following such request, but in no event more than ten business days after such request (and and, in any event, prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal; provided, provided however, that if the Company shall fail to reaffirm such reaffirmation or announcement does recommendation and/or fail to publicly announce that it is not require significant delay in recommending that the timing stockholders of the Company Stockholders Meetingaccept an alternative Acquisition Proposal within such ten business day period following such request, Buyer shall have no more than 30 days to elect to exercise its rights pursuant to Section 8.01(d)(v); provided, further, that the failure of Buyer to exercise its rights pursuant to Section 8.01(d)(v) in one instance shall not be deemed to constitute a waiver of such rights in any other instance.

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shall, as soon as practicable following and in any event within twenty (20) Business Days after the date of execution of this Agreementhereof, prepare and file with the SEC the Proxy Statement (as defined in Section 6.01(c)) in preliminary form (provided that Parent, Sub and their counsel shall be given reasonable opportunity to review and comment on the Proxy Statement prior to its filing with the SEC)form, and each of the Company, Parent Company and Sub the Buyer Parties shall use its respective reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Buyer Parties shall promptly furnish to the Company all information concerning the Buyer Parties required to be set forth in the Proxy Statement or reasonably requested by the Company for inclusion therein. Each of the Buyer Parties shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and to correct any material omissions therein. The Company shall notify Parent the Buyer Parties promptly of the receipt of any comments or communications (whether written or oral) from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with make available to the Buyer Parties copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, staff with respect to the Proxy Statement. If at any time prior to receipt of the Company Stockholder 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 stockholders such an amendment or supplement. The Company shall provide the Buyer Parties and its counsel a reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC and shall provide the Buyer Parties and their counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information prior to their being filed with, or sent to, the SEC. The Company shall give reasonable and good faith consideration to any comments made by the Buyer Parties or its counsel. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's ’s stockholders as promptly as practicable after filing with the SEC. Subject to the fiduciary duties of the Company Board under applicable law, (i) the Proxy Statement shall contain the recommendation of the Company Board that the stockholders of the Company vote to adopt and approve this Agreement and the Merger and (ii) if requested to do so by Parent at any time prior to the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders Meeting.

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shall, as soon as practicable following the date of execution of this Agreementpracticable, prepare and file with the SEC the Proxy Statement proxy materials that shall constitute the proxy statement relating to the Merger and the Transactions to be submitted to the Company's stockholders at the Company Stockholders Meeting to approve the Merger and the Transactions (as defined in Section 6.01(c)such proxy materials, and any amendments or supplements, the "PROXY STATEMENT") in preliminary form (provided that Parent, Sub and their counsel shall be given reasonable opportunity to review and comment on the Proxy Statement prior to its filing with the SEC)form, and each of the Company, Parent and Sub Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Parent shall promptly provide to the Company shall notify all information regarding the 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 required to be included in the Proxy Statement or for additional information in accordance with the Exchange Act and the rules of the SEC thereunder. Except as otherwise expressly permitted in accordance with Section 6.02(d), the Proxy Statement shall supply Parent with copies include the recommendation of all correspondence between the Company or any of Board as provided in Section 4.04(b). Parent and its representatives, counsel shall be given a reasonable opportunity to review and comment on the one handProxy Statement and all related proxy materials prior to such documents being filed with the SEC. At the earliest practical date following clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to prepare and file with the SEC or its staff, on the other hand, with respect definitive Proxy Statement and to cause the definitive Proxy Statement to be mailed to the Company's stockholders, in each case at the earliest practicable date following the filing of the preliminary Proxy StatementStatement with the SEC. If at any time prior to receipt of the Company Stockholder 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 stockholders such an amendment or supplement. The Company shall use reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC. Subject to the fiduciary duties of the Company Board under applicable law, (i) the Proxy Statement shall contain the recommendation of the Company Board that the stockholders of the Company vote to adopt and approve this Agreement and the Merger and (ii) if requested to do so by Parent at any time prior to the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders Meeting.

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shall, As promptly as soon as reasonably practicable following the date of execution of this Agreementhereof, the Company shall prepare (with Parent’s reasonable cooperation) and file with the SEC a proxy statement to be sent to the stockholders of the Company in connection with the Company Stockholder 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 a registration statement on Form S-4 with respect to the issuance of Parent Common Stock and the Parent Convertible Preferred Stock, if any, 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 defined to form in Section 6.01(c)) in preliminary form (provided that Parentall 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 transactions contemplated thereby. Parent and the Company shall, Sub as promptly as practicable after receipt thereof, provide the other party copies of any written comments and their counsel advise the other party of any oral comments, with respect to the Form S-4 and Proxy Statement received from the SEC. Parent shall be given 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 Statement, and any amendment or supplement thereto, prior to its filing such with the SEC), and each 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, Parent and Sub which approval shall use its best efforts to respond as promptly as practicable to any comments of the SEC not be unreasonably withheld, conditioned or delayed; provided, that with respect theretoto 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. 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 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 SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Company Stockholder 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 stockholders such an amendment or supplement. The Company shall will use reasonable best efforts to cause the Proxy Statement to be mailed to the Company's ’s stockholders as promptly soon as reasonably practicable after filing 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 SECissuance of Parent Common Stock and Parent Convertible Preferred Stock and the Company shall furnish all information concerning the Company and the holders of Company Common Stock and Company Convertible Preferred Stock as may be reasonably requested in connection with any such action. Subject to Parent will advise the fiduciary duties 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 or Parent Convertible Preferred 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 Board under applicable lawwill advise Parent, (i) promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement shall contain the recommendation of the Company Board that the stockholders of the Company vote to adopt and approve this Agreement and the Merger and (ii) if requested to do so by Parent 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 Stockholders Meeting (as defined which should be set forth in Section 6.01(b)) and subject an amendment or supplement to compliance with applicable lawsany 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, if there shall have been publicly announced an alternative Acquisition Proposalin light of the circumstances under which they were made, not misleading, the Company Board party which discovers such information shall within a reasonable period of time following such request (and prior promptly notify the other party hereto and, to the Company Stockholders Meeting) publicly reaffirm extent required by Law, rules or regulations, an appropriate amendment or supplement describing such recommendation and/or information shall publicly announce that it is not recommending that be promptly filed with the SEC and disseminated to the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders MeetingCompany.

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shall, As promptly as soon as reasonably practicable following the date of execution of this Agreement, but no later November 4, 2010, the Company shall prepare and file cause to be filed with the SEC a preliminary proxy statement to be sent to the Proxy Statement (as defined in Section 6.01(c)) in preliminary form (provided that Parent, Sub and their counsel shall be given reasonable opportunity to review and comment on the Proxy Statement prior to its filing with the SEC), and each stockholders of the Company relating to the Company’s 2010 annual stockholders meeting (together with any amendments or supplements thereto, Parent and Sub shall use its best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto“Proxy Statement”). The Company shall use its reasonable best efforts to finalize the Proxy Statement as promptly as possible after such filing. The Company shall promptly notify Parent promptly of the Agents upon the receipt of any comments from the SEC or its staff and of any request by from the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent provide the Agents with copies of all correspondence between the Company or any of it and its representatives, on the one hand, and the SEC or its staffSEC, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Company Stockholder 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 stockholders such an amendment or supplement. The Company Agents shall use have the opportunity to review and approve in their reasonable efforts to cause discretion the Proxy Statement and all correspondence from the Company and its representatives to be mailed the SEC related to the Company's ’s 2010 annual stockholders as promptly as practicable after meeting (the “Stockholders Meeting”) prior to filing with the SEC. Subject to The Company shall, as soon as reasonably practicable following the fiduciary duties date the SEC completes review of the Company Board under applicable law, (i) the Proxy Statement or notifies the Company that it will not review the Proxy Statement, duly call and give notice to the Company’s stockholders by mailing the definitive Proxy Statement, convene and hold the Stockholders Meeting for the purpose of seeking stockholder approval and to solicit such approval from the stockholders. In connection with the Stockholders Meeting, the Company shall, through the Board, recommend to its stockholders that they (a) approve the Charter Amendment and (b) elect six directors to the Board. The Company shall contain within two (2) Business Days of obtaining such stockholder approvals in accordance with the recommendation terms of this Agreement, take all requisite actions (including the filing of the Company Board that Charter Amendment with the stockholders Secretary of State of the Company vote State of Delaware) to adopt effect approvals and approve consummate the transactions contemplated by this Agreement and the Merger and (ii) if requested to do so by Parent at any time prior to the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders Meetingother Transaction Documents.

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shall, as As soon as practicable following the date of execution of this Agreement, Seller shall prepare and file with the SEC the Proxy Statement (as defined in Section 6.01(c)) in preliminary form (provided that Parent, Sub and their counsel shall be given reasonable opportunity to review and comment on the Proxy Statement prior to its filing with the SEC), and each of the Company, Parent and Sub Statement. Seller shall use its all reasonable best efforts to respond to comments of the SEC concerning the Proxy Statement to enable the SEC to orally confirm that it has no comments, or no further comments, concerning the Proxy Statement ("PROXY CLEARANCE") as promptly as practicable after such filing. Subject to any comments Section 5.7(d), Seller will use its reasonable best efforts to cause the Proxy Statement to be mailed to Seller's stockholders as promptly as practicable after oral notification of the SEC with respect theretoProxy Clearance. The Company Proxy Statement shall not be filed, no amendment or supplement thereto shall be made by Seller nor shall the Proxy Statement be distributed without the prior consent of Purchaser and its counsel, which consent shall not be unreasonably withheld or delayed. Seller shall notify Parent promptly Purchaser of the receipt of any comments from of the SEC or its staff and of any request requests by the SEC or its staff for amendments or supplements to the Proxy Statement Statement, or for additional information information, and shall promptly supply Parent Purchaser with copies of all correspondence between the Company Seller (or any of its representatives, on the one hand, ) and the SEC (or its staff, on the other hand, ) with respect to the Proxy Statementthereto. If at any time prior to receipt of the Company Stockholder Approval there shall occur Whenever any event that should occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, Seller or Purchaser, as the Company shall case may be, will promptly prepare inform the other of such occurrence and mail cooperate in the filing with the SEC or its staff, and/or mailing to its stockholders of Seller, such an amendment or supplement. The Company shall use reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC. Subject to the fiduciary duties of the Company Board under applicable law, (i) the Proxy Statement shall contain the recommendation of the Company Board that the stockholders of the Company vote to adopt and approve this Agreement and the Merger and (ii) if requested to do so by Parent at any time prior to the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders Meeting.

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shall, as soon as practicable following the date of execution of this Agreementhereof, prepare and file with the SEC the Proxy Statement (as defined to be sent to the stockholders of the Company in Section 6.01(c)) in preliminary form (provided that connection with the Company Stockholders Meeting. Parent, Merger Sub and the Company shall cooperate and consult with each other and their respective counsel in the preparation of the Proxy Statement. The Company shall be given not file the preliminary Proxy Statement, or any amendment or supplement thereto, without providing Parent a reasonable opportunity to review and comment on thereon. Each party shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the preliminary Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement prior in definitive form to its be mailed to the Company’s stockholders as promptly as reasonably practicable following filing with the SEC), and each of . Each party agrees to consult with the Company, Parent and Sub shall use its best efforts other party prior to respond as promptly as practicable responding to any SEC comments of the SEC with respect theretoto the preliminary Proxy Statement. The Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect and the Company shall promptly prepare and mail to its stockholders an amendment or supplement setting forth such correction. Each party shall as soon as reasonably practicable (i) notify Parent promptly the other parties of the receipt of any comments from the SEC or its staff with respect to the Proxy Statement and of any request by the SEC or its staff for amendments or supplements any amendment to the Proxy Statement or for additional information and shall supply Parent (ii) provide each other party with copies of all correspondence between the Company or any of a party and its employees and other authorized representatives, on the one hand, and the SEC or its staffSEC, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Company Stockholder 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 stockholders such an amendment or supplement. The Company shall use reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC. Subject to the fiduciary duties of the Company Board under applicable law, (i) the Proxy Statement shall contain the recommendation of the Company Board that the stockholders of the Company vote to adopt and approve this Agreement and the Merger and (ii) if requested to do so by Parent at any time prior to the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders Meeting.

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shall, Seller shall prepare and file the preliminary form of the Proxy Statement with the SEC as soon as reasonably practicable following after the date hereof, but in any event within forty-five (45) days of execution of this Agreement, prepare and file the date hereof. All documents required to be filed with the SEC by Seller in connection with the Contemplated Transactions will comply as to form and substance with the applicable requirements of the Exchange Act. Subject to Applicable Laws, to the extent required to complete the Proxy Statement, Buyer shall, upon request by Seller, furnish Seller with information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with the Proxy Statement. Seller and Buyer each agrees to promptly correct any information provided by it for use in the Proxy Statement (as defined which shall have become false or misleading in Section 6.01(c)) in preliminary form (provided that Parent, Sub and their counsel any material respect. Seller shall be given reasonable opportunity to review and comment on the Proxy Statement prior to its filing with the SEC), and each of the Company, Parent and Sub shall use its best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent promptly Buyer of the receipt of any comments from (written or oral) of the SEC or its staff and of any request by the SEC or its staff for amendments or supplements with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall supply Parent with copies of all correspondence between the Company that may be received by Seller or any of its representatives, on the one hand, and counsel from the SEC or its staff, on and shall provide to Buyer promptly copies of all correspondence between Seller or its counsel and the other hand, SEC with respect to the Proxy Statement. If at any time prior Seller shall give Buyer and its counsel a reasonable opportunity to receipt review, and comment on, the Proxy Statement and all responses to requests for additional information by and replies to comments (written or oral) of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment SEC before their being filed with, or supplement to the Proxy Statementsent to, the Company SEC. Seller shall give reasonable and good faith consideration to any comments made by Buyer and its counsel. Seller agrees to use its Best Efforts, after consultation with the Buyer, to respond promptly prepare to all such comments of and mail to its stockholders such an amendment or supplement. The Company shall use reasonable efforts requests by the SEC and Seller agrees to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as holders of Seller Common Stock entitled to vote at the Seller Stockholder Meeting at the earliest practicable after filing with the SECtime. Subject to the fiduciary duties of the Company Board under applicable law, Section 7.11(d): (i) the Proxy Statement shall contain include a statement to the recommendation of the Company Board effect that the Seller Board unanimously recommends that Seller’s stockholders of the Company vote to approve and adopt and approve this Agreement and the Merger Contemplated Transactions at the Seller Stockholder Meeting (the unanimous recommendation of the Seller Board that Seller’s stockholders vote to approve and adopt this Agreement and the Contemplated Transactions shall be referred to in this Agreement as the “Seller Board Recommendation”), and (ii) if requested the Seller Board Recommendation shall not be withdrawn or modified in a manner adverse to do so Buyer, and no resolution by Parent at the Seller Board or any time prior committee thereof to withdraw or modify the Company Stockholders Meeting (as defined Seller Board Recommendation in Section 6.01(b)) and subject a manner adverse to compliance with applicable laws, if there Buyer shall have been publicly announced an alternative Acquisition Proposal, the Company Board shall within a reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation be adopted or announcement does not require significant delay in the timing of the Company Stockholders Meetingproposed.

Preparation of Proxy Statement; Stockholders Meeting. (a) The If the adoption of this Agreement by the Company's stockholders is required by Law ("COMPANY STOCKHOLDER APPROVAL") in order to consummate the Merger, the Company shall, at Parent's request, as soon as practicable following the date expiration of execution of this Agreementthe Offer, prepare and file with the SEC an information or proxy statement (the Proxy Statement (as defined in Section 6.01(c)"PROXY STATEMENT") in preliminary form (provided that Parent, Sub and their counsel shall be given reasonable opportunity to review and comment on the Proxy Statement prior to its filing with the SEC)form, and each of the Company, Company and Parent and Sub shall use its reasonable best efforts to respond as promptly as practicable to any comments of the 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 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 SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC. Subject to the fiduciary duties of the Company Board under applicable law, (i) the Proxy Statement shall contain the recommendation of the Company Board that the stockholders of the Company vote to adopt and approve this Agreement and the Merger and (ii) if requested to do so by Parent at any time prior to the Company Stockholders Meeting (as defined in Section 6.01(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 reasonable period of time following such request (and prior to the Company Stockholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Company Stockholders Meeting.