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

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shall, as reasonably promptly as practicable following the date of this Agreement, but no later than forty-five (45) days after the date of this Agreement, prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company and Parent shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall promptly notify Parent of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall promptly supply Parent with copies of all material 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. The Company (i) shall provide Parent with a reasonable opportunity to review and comment on the Proxy Statement and any amendment thereto or material correspondence with the SEC regarding the Proxy Statement and (ii) shall consider all comments reasonably proposed by Parent. The Company shall not modify any information supplied by Parent or Merger Sub that is included in or incorporated by reference in the Proxy Statement without the Parent’s prior consent. The Company shall use its reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after filing with and completion of review by the SEC.

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shall, as soon as reasonably promptly as practicable following the date of this Agreement, but no later than forty-five (45) days after the date of this Agreement, prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall promptly notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall promptly supply Parent with copies of all material 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. The If at any time prior to receipt of the Company (i) Stockholder Approval there shall provide Parent with a reasonable opportunity occur any event that should be set forth in an amendment or supplement to review and comment on the Proxy Statement and any amendment thereto or material correspondence with Statement, the SEC regarding the Proxy Statement and (ii) shall consider all comments reasonably proposed by Parent. The Company shall not modify any information supplied promptly prepare and, if required by Parent the SEC, mail to its stockholders such amendment or Merger Sub that is included in or incorporated by reference in the Proxy Statement without the Parent’s prior consentsupplement. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s 's stockholders as promptly as practicable after filing with and completion of review by or, if necessary, clearance from the SEC. 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 provide Parent an opportunity to review and comment on such document or response and (ii) shall include in such document or response all reasonable comments proposed by Parent.

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shallwill, as soon as reasonably promptly as practicable following the date of this Agreement, but no later than forty-five (45) days after the date of this Agreement, prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company and Parent shall will use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall promptly will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall promptly will supply Parent with copies of all material 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. The If at any time prior to receipt of the Company (i) shall provide Parent with a reasonable opportunity Stockholder Approval there occurs any event that should be set forth in an amendment or supplement to review and comment on the Proxy Statement Statement, the Company will promptly prepare and any mail to its stockholders such amendment thereto or material correspondence with the SEC regarding the Proxy Statement and (ii) shall consider all comments reasonably proposed by Parentsupplement. The Company shall not modify any information supplied by Parent or Merger Sub that is included in or incorporated by reference in the Proxy Statement without the Parent’s prior consent. The Company shall will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after filing with and completion of review by or, if necessary, clearance from the SEC. 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) will provide Parent an opportunity to review and comment on such document or response and (ii) will include in such document or response all reasonable comments proposed by Parent.

Preparation of Proxy Statement; Stockholders Meeting. (a) The If the approval of this Agreement by the Company’s stockholders is required by Applicable Law, the Company shall, as reasonably promptly soon as practicable following the date expiration of this Agreement, but no later than forty-five (45) days after the date of this AgreementOffer, prepare in accordance with the rules and regulations of the SEC and file with the SEC the Proxy Statement in preliminary form. Each of the Company and Parent shall furnish all information concerning such person to the other as may be reasonably requested in connection with the preparation, filing and each distribution of the Proxy Statement. Each of the Company and Parent shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall promptly notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall promptly supply Parent with copies of all material 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 45 Proxy Statement. The Prior to filing or mailing any Proxy Statement, or any amendment or supplement thereto, or responding to any comments of the SEC with respect thereto, the Company shall (i) shall provide Parent with a reasonable an opportunity to review and comment on the Proxy Statement and any amendment thereto or material correspondence with the SEC regarding the Proxy Statement and thereon, (ii) shall consider include in such document or response all comments reasonably proposed by Parent and (iii) not file or mail such document or response to the SEC prior to receiving the consent of Parent. The Company , which shall not modify any information supplied by Parent or Merger Sub that is included in or incorporated by reference in the Proxy Statement without the Parent’s prior consentbe unreasonably withheld. The Company shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after filing with and completion of review by the SEC.

Preparation of Proxy Statement; Stockholders Meeting. (a) The If the approval of this Agreement by the Company’s stockholders is required by Applicable Law, the Company shall, as reasonably promptly soon as practicable following the date expiration of this Agreement, but no later than forty-five (45) days after the date of this AgreementOffer, prepare in accordance with the rules and regulations of the SEC and file with the SEC the Proxy Statement in preliminary form. Each of the Company and Parent shall furnish all information concerning such person to the other as may be reasonably requested in connection with the preparation, filing and each distribution of the Proxy Statement. Each of the Company and Parent shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall promptly notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall promptly supply Parent with copies of all material 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. The Prior to filing or mailing any Proxy Statement, or any amendment or supplement thereto, or responding to any comments of the SEC with respect thereto, the Company shall (i) shall provide Parent with a reasonable an opportunity to review and comment on the Proxy Statement and any amendment thereto or material correspondence with the SEC regarding the Proxy Statement and thereon, (ii) shall consider include in such document or response all comments reasonably proposed by Parent and (iii) not file or mail such document or response to the SEC prior to receiving the consent of Parent. The Company , which shall not modify any information supplied by Parent or Merger Sub that is included in or incorporated by reference in the Proxy Statement without the Parent’s prior consentbe unreasonably withheld. The Company shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after filing with and completion of review by the SEC.

Preparation of Proxy Statement; Stockholders Meeting. (a) The Company shall, as reasonably promptly As soon as practicable following after the date execution of this Agreement, but and in no event later than forty-five (45) 10 days after the date of this Agreementhereof, the Company shall prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall promptly notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall promptly supply Parent with copies of all material 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. The Company (i) will advise Parent, promptly after it receives notice thereof, of the time when the Proxy Statement has been cleared by the SEC. The Company shall provide also permit representatives of Parent to participate in any telephone call with a reasonable the SEC which discusses comments made by the staff. If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. No filing of, or amendment to, the Proxy Statement will be made by the Company without providing Parent the opportunity to review and comment on the Proxy Statement and any amendment thereto or material correspondence with the SEC regarding the Proxy Statement and (ii) shall consider all comments reasonably proposed by Parentthereon. The Company shall not modify mail any information supplied by Proxy Statement, or any amendment or supplement thereto, to which Parent or Merger Sub that is included in or incorporated by reference in the Proxy Statement without the Parent’s prior consentreasonably objects. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s 's stockholders as promptly as practicable after filing with and completion of review by the SEC.