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

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after the date of this Agreement, the Company shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act (in any event no later than fifteen calendar days after the date hereof) and (ii) set a preliminary record date for the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall consult with Parent in good faith regarding the foregoing. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders at the earliest practicable date. If at any time prior to obtaining the Company Stockholder Approval, any information relating to the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers 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 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 the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall give Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after the date execution of this AgreementAgreement (and in any event, within 20 Business Days), the Company shall (i) prepare and file a Proxy Statement with the SEC a proxy statement in preliminary form as required by the Exchange Act (in any event no later than fifteen calendar days after the date hereof) and (ii) set a preliminary record date for the Company Stockholders Stockholder Meeting (together with any amendments thereof or supplements thereto and commence a broker search pursuant to Section 14a-13 of any other required proxy materials, the Exchange Act in connection therewith. The Company shall consult with Parent in good faith regarding the foregoing“Proxy Statement”). The Company shall use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC respond as promptly as reasonably practicable after the filing thereof. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect thereto, concerning the Proxy Statement. The Company shall respond notify Parent promptly to upon the receipt of any such comments made from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement and shall supply the others with copies of all correspondence between it 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. Without limiting the generality of the foregoing, each of the Parent Parties shall cooperate, and shall cause their Affiliates to cooperate, with the Company in connection with the preparation and filing of the Proxy Statement in definitive form to be mailed Statement, including promptly furnishing to the Company’s stockholders at the earliest practicable date. If at Company in writing upon request any time prior to obtaining the Company Stockholder Approval, any and all information relating to the MergerParent Parties and their respective Affiliates as may be required, or otherwise reasonably requested by the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent that should to be set forth in an amendment or supplement to the Proxy Statement so under applicable Law. Parent shall ensure that such document would not information supplied by it and its Affiliates in writing for inclusion in the Proxy Statement will not, on the date it is first mailed to stockholders of the Company and at the time of the Stockholder Meeting or filed with the SEC (as applicable), contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, . Notwithstanding anything to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Company. Notwithstanding the foregoingcontrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) ), or responding to any comments of the SEC with respect thereto, the Company shall give Parent, Merger Sub and their counsel provide Parent with a reasonable opportunity to review and comment on such document or response and shall give due consideration consider Parent’s comments in good faith. The Company shall ensure that the Proxy Statement (i) will not on the date it is first mailed to stockholders of the Company and at the time of the Stockholder Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (ii) will comply as to form in all reasonable additionsmaterial respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, deletions the Company assumes no responsibility with respect to information supplied in writing by or changes suggested thereto on behalf of the Parent Parties or their Affiliates for inclusion or incorporation by Parent, Merger Sub and their counselreference in the Proxy Statement.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after following the date of this Agreement, (i) the Company shall (i) prepare and after obtaining the approval of Parent, which approval shall not be unreasonably withheld, delayed or conditioned, file a Proxy Statement with the SEC the Proxy Statement in preliminary form as required by the Exchange Act (in any event no later than fifteen calendar days after the date hereof) form, and (ii) set a preliminary record date for each of the Company, Parent and Sub shall prepare and file with the SEC the Schedule 13E-3, and each of the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall consult with Parent in good faith regarding the foregoing. The Company shall use all its reasonable best efforts to have the Proxy Statement cleared by the SEC respond as promptly as practicable after to any comments of the filing thereofSEC with respect thereto. The Company shall obtain and furnish Each of the information required to be included in the Proxy StatementCompany, shall provide Parent and Merger Sub with shall notify the others promptly of the receipt of any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to and of any such comments made 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 the others with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy StatementStatement or the Schedule 13E-3, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders at the earliest practicable dateas applicable. If at any time prior to obtaining receipt of the Company Stockholder Approval, Approval there shall occur any information relating to the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent event that should be set forth in an amendment or supplement to the Proxy Statement so or the Company or Parent shall otherwise determine that such document would not contain any misstatement of a material fact amendment or omit supplement should be made to state any material fact necessary to make the statements thereinProxy Statement in accordance with applicable Law, 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 the Company shall as promptly file with the SEC as practicable prepare and mail to its stockholders such an appropriate amendment or supplement describing such information andsupplement. The Company shall not mail any Proxy Statement, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding , to any comments of the SEC with respect thereto, the which Parent reasonably objects. The Company shall give Parent, Merger Sub and their counsel a use its reasonable opportunity best efforts to review and comment on such document or response and shall give due consideration cause the Proxy Statement to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counselbe mailed to the Company's stockholders as promptly as practicable after filing with the SEC.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable (and in any event within twenty (20) Business Days) after the date of this AgreementNo-Shop Period Start Date, the Company shall (i) prepare and file a Proxy Statement with the SEC proxy statement in preliminary form as (together with any amendments thereof or supplements thereto and any other required by proxy materials, the Exchange Act “Proxy Statement”) for a special meeting of the Company’s stockholders (in including any event no later than fifteen calendar days after adjournments and postponements thereof, the date hereof“Stockholder Meeting”) and (ii) set a preliminary record date file it with the SEC, and the Company and Parent shall cooperate with each other in connection with the preparation of the foregoing, including to collect from their respective Affiliates, as applicable, any necessary information for the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 preparation of the Exchange Act in connection therewith. The Company shall consult with Parent in good faith regarding the foregoing. The Company shall use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required , including using its commercially reasonable efforts to be included in the Proxy Statement, shall provide Parent and Merger Sub with respond as promptly as reasonably practicable to any comments that may be received from the SEC or its staff with respect thereto, concerning the Proxy Statement. The Company shall respond notify the other parties hereto promptly to upon the receipt of any such comments made from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply the others with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall cooperate with the Company, and shall cause collect from their Affiliates any necessary information, in connection with the preparation and filing of the Proxy Statement in definitive form to be mailed Statement, including promptly furnishing to the Company’s stockholders at the earliest practicable date. If at Company in writing upon request any time prior to obtaining the Company Stockholder Approval, any and all information relating to the Merger, the Company, Parent, Merger Sub or any of and their respective Affiliates, directors or officers should Affiliates as may be discovered by the Company or Parent that should required to be set forth in an amendment or supplement to the Proxy Statement so under Applicable Law. Parent shall ensure that such document would not contain information supplied by it and its Affiliates for inclusion in the Proxy Statement will not, on the date the Proxy Statement is first mailed to stockholders of the Company and at the time of the Stockholder meeting, contains any misstatement untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, . Notwithstanding anything to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Company. Notwithstanding the foregoingcontrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) ), or responding to any comments of the SEC with respect thereto, the Company shall give Parent, Merger Sub provide Parent and their its counsel with a reasonable opportunity to review and comment on such document or response and shall give due consideration consider Parent’s comments in good faith. The Company shall pay all filing fees required to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counselbe paid to the SEC in connection with the Proxy Statement.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly soon as reasonably practicable after following the date of this Agreement, the Company shall (i) prepare and file a Proxy Statement with the SEC but in preliminary form as required by the Exchange Act (in any no event no later than fifteen calendar forty-five (45) days after the date hereof) and (ii) set a preliminary record date for , the Company Stockholders Meeting shall prepare and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall consult file with Parent in good faith regarding the foregoing. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and the Company shall use all commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders at Company Stockholders as promptly as practicable following the earliest practicable datedate of this Agreement. If at The Company shall promptly notify Parent upon the receipt of any time prior to obtaining comments from the Company Stockholder Approval, any information relating to SEC or the Merger, staff of the Company, Parent, Merger Sub SEC or any request from the SEC or the staff of their respective Affiliates, directors the SEC for amendments or officers should be discovered by the Company or Parent that should be set forth in an amendment or supplement supplements to the Proxy Statement so that such document would not contain any misstatement and shall provide Parent with copies of a material fact or omit to state any material fact necessary to make all correspondence between the statements thereinCompany and its Representatives, in light on the one hand, and the SEC and the staff of the circumstances under which they were madeSEC, not misleading, the party that discovers such information shall promptly notify on the other parties hereto and the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information andhand, relating to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the CompanyProxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company (i) shall give Parent, Merger Sub and their counsel provide Parent a reasonable opportunity to review and comment on such document or response and (ii) shall give due consideration to include in such document or response all reasonable additions, deletions or changes suggested thereto comments reasonably proposed by Parent. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, Merger Sub the Company or Parent, as the case may be, will promptly inform the other of such occurrence and their counselcooperate in filing with the SEC and/or mailing to Company Stockholders such amendment or supplement.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly soon as reasonably practicable after following the date of this Agreement, but in no event later than 14 days following the date hereof (such 14 days, the “Proxy Filing Period”), the Company shall (i) prepare and file a Proxy Statement with the SEC the Proxy Statement in preliminary form as required by form, and the Exchange Act (in any event no later than fifteen calendar days after the date hereof) and (ii) set a preliminary record date for the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall consult with Parent in good faith regarding the foregoing. The Company shall use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC (i) respond as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from of the SEC or its staff with respect thereto, shall respond promptly (ii) to prepare and file any such comments made by the SEC or its staff with respect amendments to the Proxy StatementStatement necessary to address or correct matters raised in the SEC’s comments, and shall (iii) to cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders at Company Stockholders as promptly as practicable following the earliest practicable datedate of this Agreement, but in no event later than five days following the filing of the definitive Proxy Statement with the SEC. If The Company shall promptly notify Parent upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, relating to the Proxy Statement. To the extent required by applicable Law, if at any time prior to obtaining receipt of the Company Stockholder Approval, any information relating to the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by Approval and the Company or Parent Stockholder Issuance Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement so that such document 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 misleadingStatement, the party that discovers such information shall Company or Parent, as the case may be, will promptly notify inform the other parties hereto of such occurrence, and the Company and Parent shall cooperate in promptly file preparing, filing with the SEC and mailing to the Company Stockholders such an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Companysupplement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment amendments or supplement thereto) supplements thereto or responding to any comments of the SEC with respect thereto, the Company (A) shall give Parent, Merger Sub and their counsel provide Parent a reasonable opportunity to review and comment on such document or response and (B) shall give due consideration to include in such document or response all reasonable additions, deletions or changes suggested thereto comments reasonably proposed by Parent, Merger Sub and their counsel.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after following the date of this Agreement, the Company shall (i) prepare and file a Proxy Statement with the SEC a proxy statement (as amended or supplemented, the Proxy Statement) to be sent to the stockholders of the Company in preliminary form as required by connection with the Exchange Act (in any event no later than fifteen calendar days after meeting of the date hereof) and (ii) set a preliminary record date Company’s stockholders for the purpose of obtaining the Stockholder Approval (the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewithStockholders’ Meeting). The Company and the Purchaser shall consult with Parent cooperate in good faith regarding the foregoingpreparation of the Proxy Statement. The information supplied by the Company shall use all reasonable efforts to have for inclusion in the Proxy Statement cleared by shall not, on the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause date the Proxy Statement in definitive form to be is first mailed to the Company’s stockholders stockholders, at the earliest practicable date. If at any time prior to obtaining of the Company Stockholder ApprovalStockholders’ Meeting and at the First Closing, any information relating to the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers 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 contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders’ Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the First Closing, any event or information should be discovered by the party that discovers such information shall promptly notify Company which should be set forth in a supplement to the other parties hereto and Proxy Statement, the Company shall promptly file with inform the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the CompanyPurchaser. Notwithstanding the foregoing, prior the Company makes no representation or warranty with respect to filing or mailing any information supplied by the Purchaser which is contained in the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall give Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counselStatement.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable (and in any event within fifteen (15) Business Days) after the date of this Agreementhereof, the Company shall (i) prepare and file a Proxy Statement with the SEC proxy statement in preliminary form as (together with any amendments thereof or supplements thereto and any other required by proxy materials, the Exchange Act “Proxy Statement”) for a special meeting of the Company’s stockholders (in including any event no later than fifteen calendar days after adjournments and postponements thereof, the date hereof“Stockholder Meeting”) and (ii) set a preliminary record date file it with the SEC, and the Company and Parent shall cooperate with each other in connection with the preparation of the foregoing, including to collect from their respective Affiliates, as applicable, any necessary information for the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 preparation of the Exchange Act in connection therewith. The Company shall consult with Parent in good faith regarding the foregoing. The Company shall use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required , including using its commercially reasonable efforts to be included in the Proxy Statement, shall provide Parent and Merger Sub with respond as promptly as reasonably practicable to any comments that may be received from the SEC or its staff with respect thereto, concerning the Proxy Statement. The Company shall respond notify the other parties hereto promptly to upon the receipt of any such comments made from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply the others with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall cooperate with the Company, and shall cause collect from their Affiliates any necessary information, in connection with the preparation and filing of the Proxy Statement in definitive form to be mailed Statement, including promptly furnishing to the Company’s stockholders at the earliest practicable date. If at Company in writing upon request any time prior to obtaining the Company Stockholder Approval, any and all information relating to the Merger, the Company, Parent, Merger Sub or any of and their respective Affiliates, directors or officers should Affiliates as may be discovered by the Company or Parent that should required to be set forth in an amendment or supplement to the Proxy Statement so under Applicable Law. Parent shall ensure that such document would not contain information supplied by it and its Affiliates for inclusion in the Proxy Statement will not, on the date the Proxy Statement is first mailed to stockholders of the Company and at the time of the Stockholder meeting, contains any misstatement untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, . Notwithstanding anything to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Company. Notwithstanding the foregoingcontrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) ), or responding to any comments of the SEC with respect thereto, the Company shall give Parent, Merger Sub provide Parent and their its counsel with a reasonable opportunity to review and comment on such document or response and shall give due consideration consider Parent’s comments in good faith. The Company shall pay all filing fees required to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counselbe paid to the SEC in connection with the Proxy Statement.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after Promptly following the date of this Agreement, and no less than fourteen (14) days thereafter, the Company shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act (in any event no later than fifteen calendar days after the date hereof) and (ii) set a preliminary record date for proxy statement to be sent to the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewithwith the Merger Special Meeting (the “Proxy Statement”). The Company shall consult ensure that, at the time the Proxy Statement is filed with the SEC or mailed to the Company Stockholders or at the time of the Merger Special Meeting, or at the time of any amendment or supplement thereof, the information (except for information furnished to the Company by or on behalf of Parent) contained in the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Parent shall ensure that, at the time the Proxy Statement is filed with the SEC or mailed to the Company Stockholders or at the time of the Merger Special Meeting, or at the time of any amendment or supplement thereof, the information contained in good faith regarding the foregoingProxy Statement and furnished to the Company by or on behalf of the Parent (as indicated to the Company in writing) shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall use all reasonable efforts to have advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement cleared or comments thereon or responses thereto or requests by the SEC as promptly as practicable after the for additional information. No filing thereof. The Company shall obtain and furnish the information required of, or amendment or supplement to, or correspondence to be included in the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, Statement shall be made by the Company without providing Parent a reasonable opportunity to review and comment on the parts thereof relating to the transactions contemplated hereby. The Company shall cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders at Company Stockholders as soon as practicable subsequent to its filing with the earliest practicable dateSEC. If at any time prior to obtaining the Company Stockholder Approval, Merger Special Meeting any information relating to the Merger, the Company, Company or Parent, Merger Sub or any of their respective Affiliates, officers or directors or officers should be discovered by the Company or Parent that which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that any of such document documents would not contain include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that Party which discovers such information shall promptly notify the other parties Party hereto and the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminate such amendment or supplement disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall give Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counselStockholders.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable (and in any event within fifteen Business Days) after the date of this Agreement, the Company shall (i) prepare and file a Proxy Statement with the SEC proxy statement in preliminary form as (together with any amendments thereof or supplements thereto and any other required by proxy materials, the Exchange Act “Proxy Statement”) for a special meeting of the Company’s stockholders (in including any event no later than fifteen calendar days after adjournments and postponements thereof, the date hereof“Stockholder Meeting”) and (ii) set a preliminary record date file it with the SEC, and the Company and Parent shall cooperate with each other in connection with the preparation of the foregoing, including to collect from their respective Affiliates, as applicable, any necessary information for the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 preparation of the Exchange Act in connection therewith. The Company shall consult with Parent in good faith regarding the foregoing. The Company shall use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required , including using its commercially reasonable efforts to be included in the Proxy Statement, shall provide Parent and Merger Sub with respond as promptly as reasonably practicable to any comments that may be received from the SEC or its staff with respect thereto, concerning the Proxy Statement. The Company shall respond notify Parent promptly to upon the receipt of any such comments made from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement and shall supply Parent with copies of all material correspondence between it 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. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall cooperate with the Company, and shall cause collect from their Affiliates any necessary information, in connection with the preparation and filing of the Proxy Statement in definitive form to be mailed Statement, including promptly furnishing to the Company’s stockholders at the earliest practicable date. If at Company in writing upon request any time prior to obtaining the Company Stockholder Approval, any and all information relating to the Merger, the Company, Parent, Merger Sub or any of and their respective Affiliates, directors or officers should Affiliates as may be discovered by the Company or Parent that should required to be set forth in an amendment or supplement to the Proxy Statement so under Applicable Law. Parent shall ensure that such document would not information supplied by it and its Affiliates for inclusion in the Proxy Statement will not, on the date the Proxy Statement is first mailed to stockholders of the Company and at the time of the Stockholder meeting, contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, . Notwithstanding anything to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Company. Notwithstanding the foregoingcontrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) ), or responding to any comments of the SEC or any proxy advisory firm (including ISS, Glass Lewis and Xxxx-Xxxxx) with respect thereto, the Company shall give Parent, Merger Sub provide Parent and their its counsel with a reasonable opportunity to review and comment on such document or response and shall give due consideration consider Parent’s comments in good faith. The Company shall pay all filing fees required to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel.be paid to the SEC in connection with the Proxy Statement. 61

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly soon as reasonably practicable after following the date of this Agreement, but in no event later than 21 days following the date hereof (such 21 days, the “Proxy Filing Period”), the Company shall (i) prepare and file a Proxy Statement with the SEC the Proxy Statement in preliminary form as required by form, and the Exchange Act (in any event no later than fifteen calendar days after the date hereof) and (ii) set a preliminary record date for the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall consult with Parent in good faith regarding the foregoing. The Company shall use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC (i) respond as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from of the SEC or its staff with respect thereto, shall respond promptly (ii) to prepare and file any such comments made by the SEC or its staff with respect amendments to the Proxy StatementStatement necessary to address or correct matters raised in the SEC’s comments, and shall (iii) to cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders at Company Stockholders as promptly as practicable following the earliest practicable datedate of this Agreement, but in no event later than five days following the filing of the definitive Proxy Statement with the SEC. If The Company shall promptly notify Parent upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, relating to the Proxy Statement. To the extent required by applicable Law, if at any time prior to obtaining receipt of the Company Stockholder Approval, Approval there shall occur any information relating to the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent event that should be set forth in an amendment or supplement to the Proxy Statement so that such document 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 misleadingStatement, the party that discovers such information shall Company or Parent, as the case may be, will promptly notify inform the other parties hereto of such occurrence, and the Company and Parent shall cooperate in promptly file preparing, filing with the SEC and mailing to the Company Stockholders such an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Companysupplement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment amendments or supplement thereto) supplements thereto or responding to any comments of the SEC with respect thereto, the Company (A) shall give Parent, Merger Sub and their counsel provide Parent a reasonable opportunity to review and comment on such document or response and (B) shall give due consideration to include in such document or response all reasonable additions, deletions or changes suggested thereto comments reasonably proposed by Parent, Merger Sub and their counsel.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable (and in any event within twenty (20) Business Days) after the date of this Agreementhereof, the Company shall (i) prepare and file a Proxy Statement with the SEC proxy statement in preliminary form as (together with any amendments thereof or supplements thereto and any other required by proxy materials, the Exchange Act “Proxy Statement”) for a special meeting of the Company’s stockholders (in including any event no later than fifteen calendar days after adjournments and postponements thereof, the date hereof“Stockholder Meeting”) and (ii) set a preliminary record date file it with the SEC, and the Company and Parent shall cooperate with each other in connection with the preparation of the foregoing, including to collect from their respective Affiliates, as applicable, any necessary information for the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 preparation of the Exchange Act in connection therewith. The Company shall consult with Parent in good faith regarding the foregoing. The Company shall use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required , including using its commercially reasonable efforts to be included in the Proxy Statement, shall provide Parent and Merger Sub with respond as promptly as reasonably practicable to any comments that may be received from the SEC or its staff with respect thereto, concerning the Proxy Statement. The Company shall respond notify the other parties hereto promptly to upon the receipt of any such comments made from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply the others with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall cooperate with the Company, and shall cause collect from their Affiliates any necessary information, in connection with the preparation and filing of the Proxy Statement in definitive form to be mailed Statement, including promptly furnishing to the Company’s stockholders at the earliest practicable date. If at Company in writing upon request any time prior to obtaining the Company Stockholder Approval, any and all information relating to the Merger, the Company, Parent, Merger Sub or any of and their respective Affiliates, directors or officers should Affiliates as may be discovered by the Company or Parent that should required to be set forth in an amendment or supplement to the Proxy Statement so under Applicable Law. Parent shall ensure that such document would not contain information supplied by it and its Affiliates for inclusion in the Proxy Statement will not, on the date the Proxy Statement is first mailed to stockholders of the Company and at the time of the Stockholder meeting, contains any misstatement untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, . Notwithstanding anything to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Company. Notwithstanding the foregoingcontrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) ), or responding to any comments of the SEC with respect thereto, the Company shall give Parent, Merger Sub provide Parent and their its counsel with a reasonable opportunity to review and comment on such document or response and shall give due consideration consider Parent’s comments in good faith. The Company shall pay all filing fees required to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel.be paid to the SEC in connection with the Proxy Statement. 62

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after the date of this AgreementThe parties acknowledge that on April 12, 2011, the Company shall (i) prepare prepared and file a Proxy Statement filed with the SEC in preliminary form as required by the Exchange Act (in any event no later than fifteen calendar days after the date hereof) and (ii) set a preliminary record date for Proxy Statement. Each of the Company Stockholders Meeting and commence a broker search pursuant Parent shall furnish all information concerning such Person to Section 14a-13 the other as may be reasonably requested in connection with the preparation, filing and distribution of the Exchange Act in connection therewithProxy Statement. The Company shall consult with promptly notify Parent in good faith regarding upon the foregoing. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with receipt of any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its staff Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders at the earliest practicable date. If at any time prior to obtaining Each of the Company Stockholder Approval, and Parent shall use reasonable best efforts to respond as promptly as practicable to any information relating to comments of the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent that should be set forth in an amendment or supplement SEC with respect to the Proxy Statement so that such document 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 the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the CompanyStatement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall give Parent, Merger Sub and their counsel a reasonable provide Parent an opportunity to review and comment on such document or response (including the proposed final version of such document or response or any amendment to any such document) and (ii) shall give due consideration to include in such document or response all reasonable additions, deletions or changes suggested thereto comments reasonably proposed by Parent. If, Merger Sub at any time prior to the Company Stockholders’ Meeting, any information relating to the Company, Parent or any of their respective Affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and their counselan appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law or reasonably requested by the other party, and disseminated to the shareholders of the Company.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after following the date of this Agreementhereof, the Company shall (i) prepare and file with the Commission a proxy statement (such proxy statement and any amendments or supplements thereto, the "Proxy Statement") with respect to the Contemplated Transactions. The Proxy Statement with shall seek approval of the SEC in preliminary form as required by matters to be submitted for approval at the Exchange Act (in any event no later than fifteen calendar days after the date hereof) and (ii) set a preliminary record date for the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall consult with Parent in good faith regarding the foregoingas provided below. The Company shall use all reasonable best efforts to have the Proxy Statement cleared by the SEC Commission as promptly as reasonably practicable after filing with the Commission. The Company shall, as promptly as practicable after receipt thereof, provide the filing thereof. The Company shall obtain Purchaser copies of any written comments and furnish advise the information required to be included in the Proxy StatementPurchaser of any oral comments, shall provide Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy StatementStatement received from the Commission. The Company shall provide the Purchaser with a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto prior to filing such with the Commission, and with a copy of all such filings made with the Commission. Notwithstanding any other provision herein to the contrary, neither the Proxy Statement nor any amendment or supplement thereto shall be filed or made without the approval of the Purchaser (which approval shall not be unreasonably withheld or delayed). The Company will use reasonable best efforts to cause the Proxy Statement in definitive form to be mailed to the Company’s its stockholders at the earliest practicable dateas promptly as practicable. If at any time prior to obtaining the Company Stockholder Approval, any information relating to the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent that which should be set forth in an amendment or supplement to the Proxy Statement so that such document it would not contain include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information Company shall promptly notify the other parties hereto and Purchaser and, to the Company shall promptly file with the SEC extent required by applicable law, an appropriate amendment or supplement describing such information and, to shall be promptly filed with the extent required by applicable Law, disseminate such amendment or supplement Commission and disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall give Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after the date of this Agreement, Company shall, with the Company shall (i) assistance and reasonable cooperation of the Parent, prepare and file a the Proxy Statement with the SEC in preliminary form as required by the Exchange Act (in any event no later than fifteen calendar days after Act. Each of the date hereof) Parent Parties and (ii) set a preliminary record date for the Company Stockholders Meeting Parties shall furnish all information concerning itself and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall consult with Parent in good faith regarding the foregoing. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information its Affiliates that is required to be included in the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to . Neither the Proxy Statement, nor any amendment or supplement thereto, or any other materials used in connection with the Company Stockholder Meeting, shall be filed or disseminated without providing Parent a reasonable opportunity to review and comment thereon, which comments Company shall cause the Proxy Statement consider in definitive form to be mailed to the Company’s stockholders at the earliest practicable dategood faith. If at any time prior to obtaining the Company Stockholder ApprovalMeeting, any information relating to any of the Merger, Parent Parties and the Company, Parent, Merger Sub Company Parties or any of their respective Affiliates, directors or officers should be discovered by the any Company Party or any Parent that Party which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that such document would not contain 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 are made, not misleading, the party that Party which discovers such information shall promptly notify the other parties hereto Party and the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders Stockholders. Company shall promptly provide Parent with any comments or requests that may be received from the SEC or its staff with respect to the Proxy Statement, the Mergers or any of the Companyother transactions contemplated by this Agreement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC Company will provide Parent with respect thereto, the Company shall give Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on any response thereto, which comments Company shall consider in good faith. Company shall respond promptly to any such document comments or response requests made by the SEC or its staff with respect to the Proxy Statement, the Mergers or any of the other transactions contemplated by this Agreement. All documents that Company is responsible for filing with the SEC in connection with the Mergers will comply as to form and shall give due consideration to substance in all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub material respects with the applicable requirements of the Exchange Act and their counselthe rules and regulations thereunder.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after following the date of this Agreement, the Company shall (i) shall, with the assistance of Parent, prepare the Proxy Statement and file a the Proxy Statement with the SEC SEC. Parent, Merger Sub and the Company will cooperate with each other in preliminary form as the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act (and the rules and regulations promulgated thereunder to be set forth in any event no later than fifteen calendar days after the Proxy Statement. The Company agrees that at the date hereofof mailing to stockholders of the Company and at the time of the Company Stockholders Meeting, (i) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and (ii) set a preliminary record date for the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall consult with Parent in good faith regarding the foregoing. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect theretotaken as a whole, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders at the earliest practicable date. If at any time prior to obtaining the Company Stockholder Approval, any information relating to the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers 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 will not contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the party Company makes no representation or warranty with respect to statements included or incorporated by reference in the Proxy Statement based on information supplied by or on behalf of Parent or Merger Sub or any of their Affiliates for inclusion or incorporation by reference therein. Parent and Merger Sub agree that discovers such the information supplied by either of them or any of their Affiliates for inclusion in the Proxy Statement will not, at the date of mailing to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that Parent and Merger Sub make no representation or warranty with respect to statements included or incorporated by reference in the Proxy Statement based on information supplied by or on behalf of the Company or any of its Affiliates for inclusion or incorporation by reference therein. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement as promptly notify the other parties hereto as practicable after receipt thereof. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as promptly file with as practicable notify Parent and Merger Sub of the receipt of (and provide copies to Parent and Merger Sub) any comments or other correspondence from the SEC an appropriate amendment or supplement describing such information and, with respect to the extent required Proxy Statement and any request by applicable Law, disseminate such the SEC for any amendment or supplement to the stockholders of the CompanyProxy Statement or for additional information. Notwithstanding the foregoing, prior Prior to filing or mailing the Proxy Statement or making any other required filings (or or, in each case, any amendment or supplement thereto) or responding to any comments of or other correspondence from the SEC with respect thereto, the Company shall give Parent, Merger Sub and their counsel provide Parent with a reasonable opportunity to review and comment on such document or response and shall give due consideration to all in good faith consider for inclusion in such document or response any reasonable additions, deletions or changes suggested thereto comments proposed by Parent, Merger Sub and their counsel. The Company shall cause the definitive Proxy Statement to be mailed promptly after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement.

Preparation of Proxy Statement; Stockholders Meeting. (a) The covenants of the Company in this Article 6 are subject to the determination by the Company with the advice of counsel on the issue of whether shareholder approval is required for the transactions contemplated by this Agreement. The Company will seek shareholder approval only if such approval is determined to be necessary or desirable under applicable NASDAQ rules. As promptly as reasonably practicable after following the date of this Agreementhereof, the Company shall (i) prepare and file with the Commission a proxy statement (such proxy statement and any amendments or supplements thereto, the "Proxy Statement") with respect to the Contemplated Transactions. The Proxy Statement with shall seek approval of the SEC in preliminary form as required by matters to be submitted for approval at the Exchange Act (in any event no later than fifteen calendar days after the date hereof) and (ii) set a preliminary record date for the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall consult with Parent in good faith regarding the foregoingas provided below. The Company shall use all reasonable best efforts to have the Proxy Statement cleared by the SEC Commission as promptly as reasonably practicable after filing with the Commission. The Company shall, as promptly as practicable after receipt thereof, provide the filing thereof. The Company shall obtain Purchaser copies of any written comments and furnish advise the information required to be included in the Proxy StatementPurchaser of any oral comments, shall provide Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy StatementStatement received from the Commission. The Company shall provide the Purchaser with a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto prior to filing such with the Commission, and with a copy of all such filings made with the Commission. Notwithstanding any other provision herein to the contrary, neither the Proxy Statement nor any amendment or supplement thereto shall be filed or made without the approval of the Purchaser (which approval shall not be unreasonably withheld or delayed). The Company will use reasonable best efforts to cause the Proxy Statement in definitive form to be mailed to the Company’s its stockholders at the earliest practicable dateas promptly as practicable. If at any time prior to obtaining the Company Stockholder Approval, any information relating to the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent that which should be set forth in an amendment or supplement to the Proxy Statement so that such document it would not contain include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information Company shall promptly notify the other parties hereto and Purchaser and, to the Company shall promptly file with the SEC extent required by applicable law, an appropriate amendment or supplement describing such information and, to shall be promptly filed with the extent required by applicable Law, disseminate such amendment or supplement Commission and disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall give Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel.

Preparation of Proxy Statement; Stockholders Meeting. (a) As If approval of the Stockholders is required by applicable Law to consummate the Merger, then as promptly as practicable following the purchase of Shares pursuant to the Offer (and in any event within 15 Business Days after the date of this Agreementthereof), the Company shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act (in any event no later than fifteen calendar days after the date hereof) and (ii) set a preliminary record date for the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall consult with Parent in good faith regarding the foregoingAct. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Stockholders as promptly as practicable. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement will be made by the Company’s stockholders at , without providing Parent a reasonable opportunity to review and comment thereon. The Company will advise Parent, promptly after it receives notice thereof, of any request by the earliest practicable dateSEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to obtaining the Company Stockholder ApprovalEffective Time or the earlier termination of this Agreement, any information relating to the Merger, the Company, Company or Parent, Merger Sub or any of their respective Affiliates, directors officers or officers directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement Statement, so that any of such document documents would not contain include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminate such amendment or supplement disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall give Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counselStockholders.

Preparation of Proxy Statement; Stockholders Meeting. (a) As If approval of the Company’s stockholders is required by applicable Law to consummate the Merger, then as promptly as practicable following the purchase of Shares pursuant to the Offer (but in any event within fifteen (15) Business Days after the date of this Agreementthereof, the Company shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act (in any event no later than fifteen calendar days after the date hereof) Act, and (ii) set a preliminary record date for the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall consult with Parent in good faith regarding the foregoing. The Company shall use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereofSEC. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders at the earliest practicable date. If at any time prior to obtaining the Company Stockholder Approval, the Company or Parent discovers that any information relating to the Offer, the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers 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 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 are made, not misleading, then (i) the party that discovers such information shall promptly notify the other parties hereto and hereto, (ii) the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information andinformation, and (iii) the Company, to the extent required by applicable Law, shall disseminate such amendment or supplement to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall give Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable (but in no event later than seven (7) days after the date of this AgreementOffer is commenced), the Company shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act (in any event no later than fifteen calendar days after the date hereof) and (ii) set a preliminary record date for Proxy Statement. Each of the Company Stockholders Meeting and commence a broker search pursuant Parent shall furnish all information concerning such Person to Section 14a-13 the other as may be reasonably requested in connection with the preparation, filing and distribution of the Exchange Act in connection therewithProxy Statement. The Company shall consult with promptly notify Parent in good faith regarding upon the foregoing. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with receipt of any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its staff Representatives, on the one hand, and the SEC, on 45 the other hand, with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders at the earliest practicable date. If at any time prior to obtaining Each of the Company Stockholder Approval, and Parent shall use reasonable best efforts to respond as promptly as practicable to any information relating to comments of the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent that should be set forth in an amendment or supplement SEC with respect to the Proxy Statement so that such document 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 the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the CompanyStatement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall give Parent, Merger Sub and their counsel a reasonable provide Parent an opportunity to review and comment on such document or response (including the proposed final version of such document or response or any amendment to any such document) and (ii) shall give due consideration to include in such document or response all reasonable additions, deletions or changes suggested thereto comments reasonably proposed by Parent. If, Merger Sub at any time prior to the Company Stockholders’ Meeting, any information relating to the Company, Parent or any of their respective Affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and their counselan appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law or reasonably requested by the other party, and disseminated to the shareholders of the Company.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly soon as practicable after the date hereof (and in any event, but subject to Parent's timely performance of this Agreementits obligations under Section 4.4(b), within fifteen (15) Business Days hereof), the Company shall (i) prepare and file a Proxy Statement shall cause to be filed with the SEC in preliminary form a proxy statement on Schedule 14A relating to the Stockholders' Meeting (together with any amendments thereof or supplements thereto, the "Proxy Statement"). Except as required expressly contemplated by Section 4.2(e), the Exchange Act (in any event no later than fifteen calendar days after the date hereof) and (ii) set a preliminary record date for Proxy Statement shall include the Company Stockholders Meeting Recommendation, the Fairness Opinion and commence a broker search any materials required to be provided to stockholders pursuant to Section 14a-13 of the Exchange Act in connection therewithDGCL. The Company shall consult with Parent in good faith regarding the foregoing. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required to be included in will cause the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from at the SEC or its staff with respect thereto, shall respond promptly to any such comments made by time of the SEC or its staff with respect to the Proxy Statement, and shall cause mailing of the Proxy Statement in definitive form to be mailed to the Company’s stockholders or any amendments or supplements thereto, and at the earliest practicable date. If at any time prior of the Stockholders' Meeting, not to obtaining the Company Stockholder Approval, any information relating to the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers 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 contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the party that discovers such Company with respect to information supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of NASDAQ. The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments, whether written or oral, from the SEC or the staff of the SEC, or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Merger Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other parties hereto hand. The Company shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall promptly file consult with Parent and its counsel prior to submitting to the SEC an appropriate amendment or supplement describing the staff of the SEC any response to any such information and, comments. Prior to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders filing of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or the dissemination thereof to the holders of Shares, or submitting to the SEC or the staff of the SEC any amendment or supplement thereto) or responding response to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall give Parent, provide Parent and Merger Sub and their counsel a reasonable opportunity to review and comment on such document documents and responses, and the Company will consider, in good faith, incorporating any such comments of Parent and/or its counsel prior to such filing, dissemination or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counselsubmission.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable (but in no event later than seven (7) days after the date of this AgreementOffer is commenced), the Company shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act (in any event no later than fifteen calendar days after the date hereof) and (ii) set a preliminary record date for Proxy Statement. Each of the Company Stockholders Meeting and commence a broker search pursuant Parent shall furnish all information concerning such Person to Section 14a-13 the other as may be reasonably requested in connection with the preparation, filing and distribution of the Exchange Act in connection therewithProxy Statement. The Company shall consult with promptly notify Parent in good faith regarding upon the foregoing. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with receipt of any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its staff Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders at the earliest practicable date. If at any time prior to obtaining Each of the Company Stockholder Approval, and Parent shall use reasonable best efforts to respond as promptly as practicable to any information relating to comments of the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent that should be set forth in an amendment or supplement SEC with respect to the Proxy Statement so that such document 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 the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the CompanyStatement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall give Parent, Merger Sub and their counsel a reasonable provide Parent an opportunity to review and comment on such document or response (including the proposed final version of such document or response or any amendment to any such document) and (ii) shall give due consideration to include in such document or response all reasonable additions, deletions or changes suggested thereto comments reasonably proposed by Parent. If, Merger Sub at any time prior to the Company Stockholders’ Meeting, any information relating to the Company, Parent or any of their respective Affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and their counselan appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law or reasonably requested by the other party, and disseminated to the shareholders of the Company.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, the Company shall (i) prepare (with the Parent's reasonable cooperation) and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act within twenty (in any event no later than fifteen calendar days 20) Business Days after the date hereofhereof (subject to Parent's reasonable cooperation in connection therewith) a proxy statement (as amended or supplemented from time to time, including the form of proxy card, 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 44 consider, among other matters, the adoption of this Agreement and (ii) set a preliminary 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. The No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company shall consult with without providing the Parent a reasonable opportunity to review and comment thereon which comments the Company will consider for inclusion in good faith regarding the foregoingfaith. The Company shall use all reasonable efforts to have will advise the Parent promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement cleared or comments thereon and responses thereto or requests by the SEC as for additional information, and will promptly as practicable after provide the filing thereof. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with copies of any comments that may be received written communication from the SEC or its staff with respect any state securities commission and a reasonable opportunity to participate in the responses thereto. If, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders at the earliest practicable date. If at any time prior to obtaining the Company Stockholder ApprovalEffective Time, any information relating to the Merger, Company or the Company, Parent, Merger Sub or any of their respective Affiliates, directors officers or officers directors, should be discovered by the Company or the Parent that should be set forth in an amendment or supplement to the Proxy Statement Statement, so that such document 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 the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information shall promptly be filed with the SEC and, to the extent required by under applicable Lawlaw, disseminate disseminated to stockholders of the Company; provided that the delivery of such notice and the filing of any such amendment or supplement shall not affect or be deemed to modify any representation or warranty made by any party hereunder or otherwise affect the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding remedies available hereunder to any comments of the SEC with respect thereto, the Company shall give Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counselparty.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly soon as practicable after the date hereof (and in any event, but subject to Parent’s timely performance of this Agreementits obligations under Section 5.4(b), within fifteen (15) Business Days hereof), the Company shall (i) prepare and file a Proxy Statement shall cause to be filed with the SEC in preliminary form a proxy statement on Schedule 14A relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as required expressly contemplated by the Exchange Act (in any event no later than fifteen calendar days after the date hereof) and (ii) set a preliminary record date for the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall consult with Parent in good faith regarding the foregoing. The Company shall use all reasonable efforts to have 5.2(e), the Proxy Statement cleared by shall include the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from the SEC or its staff Recommendation with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders at the earliest practicable date. If at any time prior to obtaining the Company Stockholder Approval, any information relating to the Merger, the CompanyFairness Opinion and a copy of Section 262 of the DGCL. The Company will cause the Proxy Statement, Parent, Merger Sub or any at the time of their respective Affiliates, directors or officers should be discovered by the Company or Parent that should be set forth in an amendment or supplement to mailing of the Proxy Statement so that such document would or any amendments or supplements thereto, and at the time of the Stockholders’ Meeting, to not contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the party that discovers such Company with respect to information supplied by Parent or Purchaser for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of Nasdaq. The Company shall promptly notify Parent and Purchaser upon the receipt of any comments, whether written or oral, from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other parties hereto hand. 58 The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall promptly file consult with Parent and its counsel prior to submitting to the SEC an appropriate amendment or supplement describing the staff of the SEC any response to any such information and, comments. Prior to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders filing of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or the dissemination thereof to the holders of Shares, or submitting to the SEC or the staff of the SEC any amendment or supplement thereto) or responding response to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall give Parent, Merger Sub provide Parent and their counsel Purchaser a reasonable opportunity to review and comment to propose comments on such document or response response, and the Company shall give due reasonable and good faith consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub Purchaser and their counselCounsel.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly soon as practicable after the date hereof (and in any event, but subject to Parent’s timely performance of this Agreementits obligations under Section 5.4(b), within fifteen (15) Business Days hereof), the Company shall (i) prepare and file a Proxy Statement shall cause to be filed with the SEC in preliminary form a proxy statement on Schedule 14A relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as required expressly contemplated by the Exchange Act (in any event no later than fifteen calendar days after the date hereof) and (ii) set a preliminary record date for the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall consult with Parent in good faith regarding the foregoing. The Company shall use all reasonable efforts to have 5.2(e), the Proxy Statement cleared by shall include the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from the SEC or its staff Recommendation with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders at the earliest practicable date. If at any time prior to obtaining the Company Stockholder Approval, any information relating to the Merger, the CompanyFairness Opinion and a copy of Section 262 of the DGCL. The Company will cause the Proxy Statement, Parent, Merger Sub or any at the time of their respective Affiliates, directors or officers should be discovered by the Company or Parent that should be set forth in an amendment or supplement to mailing of the Proxy Statement so that such document would or any amendments or supplements thereto, and at the time of the Stockholders’ Meeting, to not contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the party that discovers such Company with respect to information supplied by Parent or Purchaser for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of Nasdaq. The Company shall promptly notify Parent and Purchaser upon the receipt of any comments, whether written or oral, from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other parties hereto hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall promptly file consult with Parent and its counsel prior to submitting to the SEC an appropriate amendment or supplement describing the staff of the SEC any response to any such information and, comments. Prior to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders filing of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or the dissemination thereof to the holders of Shares, or submitting to the SEC or the staff of the SEC any amendment or supplement thereto) or responding response to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall give Parent, Merger Sub provide Parent and their counsel Purchaser a reasonable opportunity to review and comment to propose comments on such document or response response, and the Company shall give due reasonable and good faith consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub Purchaser and their counselCounsel.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly The Company shall, as soon as reasonably practicable after following the date of this Agreementhereof, the Company shall but in no event later than twenty (i20) business days, prepare and file a Proxy Statement with the SEC in preliminary form as required the Proxy Statement which shall, subject to Section 5.3, include the Company Recommendation, and shall use reasonable best efforts to respond to any comments by the Exchange Act (SEC staff in any event no later than fifteen calendar days after respect of the date hereof) Proxy Statement as promptly as reasonably practicable. Parent and (ii) set a preliminary record date for Merger Sub shall provide to the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 of such information as the Exchange Act Company may reasonably request for inclusion in connection therewiththe Proxy Statement. The Company shall consult with notify Parent in good faith regarding promptly of the foregoing. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with receipt of any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to and of any such comments made 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, and . The Company shall use reasonable best efforts to cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders at as promptly as reasonably practicable after filing with the earliest practicable dateSEC. If at any time prior to obtaining receipt of the Company Stockholder ApprovalApproval there shall occur any event that should, any information relating to upon the Merger, advice of the Company’s outside legal counsel, Parent, Merger Sub or any of their respective Affiliates, directors or officers 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 the Proxy Statement shall not contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall promptly prepare, file with the SEC and mail to its stockholders such an appropriate amendment or supplement describing such information and, supplement. Notwithstanding anything to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Company. Notwithstanding the foregoingcontrary stated above, prior to filing or mailing the Proxy Statement or any other SEC filing required in connection with the transactions contemplated hereby (or or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company party responsible for filing or mailing such document shall give Parent, Merger Sub and their counsel a reasonable provide the other party an opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto consider in good faith comments reasonably proposed by Parent, Merger Sub and their counselthe other party.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after the date execution of this Agreement, the Company shall (i) prepare and file a Proxy Statement with the SEC proxy statement in preliminary form as for the Stockholders Meeting (together with any amendments thereof or supplements thereto and any other required by proxy materials, the Exchange Act “Proxy Statement”) and, after consultation with, and approval by, Parent (which shall not be unreasonably withheld or delayed), file, in any no event no later than fifteen calendar thirty (30) days after the date hereof) and (ii) set a , the preliminary record date for Proxy Statement with the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall consult with Parent in good faith regarding the foregoingSEC. The Company shall use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Company shall (i) obtain and furnish the information required to be included by the SEC in the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, Statement and shall cause (ii) promptly upon the later of (A) the 10-day waiting period under Rule 14a-6(a) under the Exchange Act and (B) the date on which the SEC confirms that it has no further comments on the Proxy Statement in (such later date, the “Clearance Date”), cause the definitive form Proxy Statement to be mailed to the Company’s stockholders at and, if necessary, after the earliest practicable datedefinitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies. If at The Company shall notify Parent and Merger Sub promptly upon the receipt of any time prior comments from the SEC or its staff or any other Governmental Entities and of any request by the SEC or its staff or any other Governmental Entities for amendments or supplements to obtaining the Proxy Statement and shall supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC, or its staff or any other Governmental Entities, on the other hand, with respect to the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall cooperate with the Company Stockholder Approvalin connection with the preparation and filing of the Proxy Statement, including promptly furnishing to the Company in writing upon request any and all information relating to the Merger, the Company, Parent, Merger Sub or any of and their respective Affiliates, directors or officers should Affiliates as may be discovered by the Company or Parent that should reasonably required to be set forth in an amendment or supplement to the Proxy Statement so under applicable Law. The Proxy Statement shall contain the Company Board Recommendation, except to the extent that the Company Board shall have effected a Change in Recommendation, as permitted by and determined in accordance with Section 5.2. Parent shall ensure that such document would not information supplied by it in writing for inclusion in the Proxy Statement will not, on the date it is first mailed to stockholders of the Company and at the time of the Stockholders Meeting or filed with the SEC (as applicable), contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, . Notwithstanding anything to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Company. Notwithstanding the foregoingcontrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) ), or responding to any comments of the SEC with respect thereto, the Company shall give Parent, Merger Sub and their counsel provide Parent with a reasonable opportunity to review and comment on such document or response and shall give due consideration consider Parent’s comments in good faith. The Company shall ensure that the Proxy Statement (x) will not on the date it is first mailed to stockholders of the Company and at the time of the Stockholders Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (y) will comply as to form and substance in all reasonable additionsmaterial respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, deletions the Company assumes no responsibility with respect to information supplied in writing by or changes suggested thereto by Parent, on behalf of Parent or Merger Sub and their counselfor inclusion or incorporation by reference in the Proxy Statement.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable (and in any event within fifteen Business Days) after the date of this Agreement, the Company shall (i) prepare and file a Proxy Statement with the SEC proxy statement in preliminary form as (together with any amendments thereof or supplements thereto and any other required by proxy materials, the Exchange Act “Proxy Statement”) for a special meeting of the Company’s stockholders (in including any event no later than fifteen calendar days after adjournments and postponements thereof, the date hereof“Stockholder Meeting”) and (ii) set a preliminary record date file it with the SEC, and the Company and Parent shall cooperate with each other in connection with the preparation of the foregoing, including to collect from their respective Affiliates, as applicable, any necessary information for the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 preparation of the Exchange Act in connection therewith. The Company shall consult with Parent in good faith regarding the foregoing. The Company shall use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required , including using its commercially reasonable efforts to be included in the Proxy Statement, shall provide Parent and Merger Sub with respond as promptly as reasonably practicable to any comments that may be received from the SEC or its staff with respect thereto, concerning the Proxy Statement. The Company shall respond notify Parent promptly to upon the receipt of any such comments made from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement and shall supply Parent with copies of all material correspondence between it 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. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall cooperate with the Company, and shall cause collect from their Affiliates any necessary information, in connection with the preparation and filing of the Proxy Statement in definitive form to be mailed Statement, including promptly furnishing to the Company’s stockholders at the earliest practicable date. If at Company in writing upon request any time prior to obtaining the Company Stockholder Approval, any and all information relating to the Merger, the Company, Parent, Merger Sub or any of and their respective Affiliates, directors or officers should Affiliates as may be discovered by the Company or Parent that should required to be set forth in an amendment or supplement to the Proxy Statement so under Applicable Law. Parent shall ensure that such document would not information supplied by it and its Affiliates for inclusion in the Proxy Statement will not, on the date the Proxy Statement is first mailed to stockholders of the Company and at the time of the Stockholder meeting, contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, . Notwithstanding anything to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Company. Notwithstanding the foregoingcontrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) ), or responding to any comments of the SEC or any proxy advisory firm (including ISS, Glass Lewis and Xxxx-Xxxxx) with respect thereto, the Company shall give Parent, Merger Sub provide Parent and their its counsel with a reasonable opportunity to review and comment on such document or response and shall give due consideration consider Parent’s comments in good faith. The Company shall pay all filing fees required to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counselbe paid to the SEC in connection with the Proxy Statement.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable (and in any event within fifteen (15) Business Days) after the date of this Agreementhereof, the Company shall (i) prepare and file a Proxy Statement with the SEC proxy statement in preliminary form as (together with any amendments thereof or supplements thereto and any other required by proxy materials, the Exchange Act “Proxy Statement”) for a special meeting of the Company’s stockholders (in including any event no later than fifteen calendar days after adjournments and postponements thereof, the date hereof“Stockholder Meeting”) and (ii) set a preliminary record date file it with the SEC, and the Company and Parent shall cooperate with each other in connection with the preparation of the foregoing, including to collect from their respective Affiliates, as applicable, any necessary information for the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 preparation of the Exchange Act in connection therewith. The Company shall consult with Parent in good faith regarding the foregoing. The Company shall use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required , including using its commercially reasonable efforts to be included in the Proxy Statement, shall provide Parent and Merger Sub with respond as promptly as reasonably practicable to any comments that may be received from the SEC or its staff with respect thereto, concerning the Proxy Statement. The Company shall respond notify the other parties hereto promptly to upon the receipt of any such comments made from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply the others with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall cooperate with the Company, and shall cause collect from their Affiliates any necessary information, in connection with the preparation and filing of the Proxy Statement in definitive form to be mailed Statement, including promptly furnishing to the Company’s stockholders at the earliest practicable date. If at Company in writing upon request any time prior to obtaining the Company Stockholder Approval, any and all information relating to the Merger, the Company, Parent, Merger Sub or any of and their respective Affiliates, directors or officers should Affiliates as may be discovered by the Company or Parent that should required to be set forth in an amendment or supplement to the Proxy Statement so under Applicable Law. Parent shall ensure that such document would not contain information supplied by it and its Affiliates for inclusion in the Proxy Statement will not, on the date the Proxy Statement is first mailed to stockholders of the Company and at the time of the Stockholder meeting, contains any misstatement untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, . Notwithstanding anything to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Company. Notwithstanding the foregoingcontrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) ), or responding to any comments of the SEC with respect thereto, the Company shall give Parent, Merger Sub provide Parent and their its counsel with a reasonable opportunity to review and comment on such document or response and shall give due consideration consider Parent’s comments in good faith. The Company shall pay all filing fees required to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel.be paid to the SEC in connection with the Proxy Statement. 62