Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the Company shall, as soon as practicable following the Acceptance Time, prepare and file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the 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, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the Company shall, As promptly as soon as reasonably practicable following the Acceptance Timedate hereof, Bannix and the Company shall jointly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either of Bannix or the Company, as applicable), and the Company shall file with the SEC SEC, the Proxy Statement (after providing it being understood that the Buyer with a reasonable opportunity to review and comment thereon) Proxy Statement shall include a proxy statement relating statement/prospectus of Bannix which will be included therein and which will be used for the Bannix Stockholders Meeting to adopt and approve the Bannix Stockholder Approval Matters and other matters or proposals reasonably related to the Stockholders’ Meeting (the “Proxy Statement”). The Company shall respond to Bannix Stockholder Approval Matters, all in accordance with and as required by Bxxxxx’s Governing Documents, applicable Law, and any comments applicable rules and regulations of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution of any such commentsNasdaq). The Company shall promptly notify the Buyer Each of the receipt of any comments from the SEC Company and of any request by the SEC for amendments or supplements Bannix shall use its reasonable best efforts to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will (a) cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunderpromulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Proxy Statement in effect through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. Bannix, on the one hand, and the Company, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party and its Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for inclusion in any other statement, filing, notice or application made by or on behalf of Bannix to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents. If at any time prior to the Effective Time there shall occur Party becomes aware of any event, or there shall be discovered any information, information that should be set forth disclosed in an amendment or supplement to the Proxy Statement so Statement, then (i) such Party shall promptly inform, in the case of Bannix, the Company, or, in the case of the Company, Bannix, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of Bannix, the Company, or, in the case of the Company, Bannix (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Proxy Statement; (iii) Bannix shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Bannix Stockholders. Bannix shall as promptly as reasonably practicable advise the Company of the time of effectiveness of the Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of the Bannix Common Stock for offering or sale in any jurisdiction, and the Company and Bannix shall each use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Proxy Statement would not include will, at the time the Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the 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, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.

Preparation of Proxy Statement. If required by applicable Law As soon as practicable after the date hereof (and in order any event, but subject to consummate the MergerParent’s timely performance of its obligations under Section 7.01(b), within 15 business days hereof), the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file shall cause to be filed with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause Except as expressly contemplated by Section 6.02(f), the Proxy Statement to be mailed to its stockholders as promptly as practicable after shall include the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, Recommendation with respect to the Proxy StatementMerger, the Agreement or Fairness Opinions and a copy of Section 262 of the transactions contemplated by the AgreementDGCL. The Company will cause the Proxy Statement to comply in all material respects with applicable LawStatement, including at the applicable provisions time of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to mailing of the Proxy Statement so that or any amendments or supplements thereto, and at the Proxy Statement would time of the Stockholders’ Meeting, to not include 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 the light of the circumstances under which they were made, not misleading; provided, the party however, that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment no representation or supplement describing such information shall be filed promptly warranty is made by the Company with respect to information supplied by Parent or Sub 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 the NYSE. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC (after providing or the Buyer 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 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 hand. The Company shall use 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 provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement propose comments on such document or the transactions contemplated by the Agreementresponse.

Preparation of Proxy Statement. If required by applicable Law As soon as practicable after the date hereof (and in order any event, but subject to consummate the MergerParent's timely performance of its obligations under Section 7.01(b), within twenty (20) Business Days hereof), the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file shall cause to be filed with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) in preliminary form a proxy statement relating to the Stockholders’ ' Meeting (together with any amendments thereof or supplements thereto, the “"Proxy Statement”"). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause Except as expressly contemplated by Section 6.02(d), the Proxy Statement to be mailed to its stockholders as promptly as practicable after shall include the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, Recommendation with respect to the Proxy StatementMerger, the Agreement or Fairness Opinion and a copy of Section 262 of the transactions contemplated by the AgreementDGCL. The Company will cause the Proxy Statement to comply in all material respects with applicable LawStatement, including at the applicable provisions time of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to mailing of the Proxy Statement so that or any amendments or supplements thereto, and at the Proxy Statement would time of the Stockholders' Meeting, to not include 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 the light of the circumstances under which they were made, not misleading; provided, the party however, that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment no representation or supplement describing such information shall be filed promptly warranty is made by the Company with respect to information expressly supplied by Parent or Sub 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 the NYSE. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC (after providing or the Buyer 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 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 hand. The Company shall use 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 provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement propose comments on such document or the transactions contemplated by the Agreementresponse.

Preparation of Proxy Statement. If required by applicable Law As promptly as reasonably practicable after the date hereof (and in order to consummate the Mergerany event within twelve Business Days), the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file with the SEC (after providing the Buyer with a reasonable opportunity preliminary Proxy Statement in form and substance reasonably satisfactory to review each of the Company and comment thereon) a proxy statement Parent relating to the Stockholders’ Meeting (Merger and the “transactions contemplated hereby. Subject to the terms of this Agreement, the Proxy Statement”)Statement shall reflect the Recommendation and shall include a description of the other Board Actions. The Company shall also include in the Proxy Statement, and represents that it will have obtained at the relevant time all necessary consents of the Company’s financial advisor to permit the Company to include in the Proxy Statement, in its entirety, the Fairness Opinion, together with a summary thereof. Parent shall cooperate with the Company in the preparation of the preliminary Proxy Statement and the definitive Proxy Statement and shall furnish to the Company the information relating to it and Merger Sub required by the Exchange Act. The Company shall use its commercially reasonable efforts, after consultation with Parent, to respond as promptly as practicable to any comments of the SEC and to cause the Proxy Statement in definitive form to be mailed to the Company’s shareholders at the earliest reasonably practicable time. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as, and to the extent, required by applicable Law. The Company shall promptly provide Parent and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from the SEC or its staff (after providing including any request by the Buyer SEC or its staff for any amendments or supplements to the preliminary Proxy Statement or the definitive Proxy Statement), and the Company and Parent shall cooperate in filing with the SEC or its staff, and, if required, the Company shall mail to its shareholders, as promptly as reasonably practicable, such amendment or supplement. Parent and its counsel shall be given a reasonable opportunity to review any written responses to such SEC comments and comment thereon) the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent and shall cause the its counsel. The Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with all applicable requirements of Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the 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, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the Company shall, As promptly as soon as reasonably practicable following the Acceptance TimeClosing, prepare and but, in any case within sixty (60) days thereafter, Xxxxxxx shall file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a preliminary proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) for a vote of its stockholders to approve the issuance of the shares of Carmell Common Stock issuable upon conversion of the Carmell Series A Preferred Stock (the “Required Transaction Proposal”). The post-closing Company shall respond use its reasonable best efforts to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereonA) and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunderpromulgated by the SEC (including, with respect to the Company, the provision of financial statements of, and any other information with respect to, the Company for all periods, and in the form, required to be included in the Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); and (B) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff. Carmell, on the one hand, and the Company, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party and its Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement and the Ancillary Documents. If at any time prior to the Effective Time there shall occur Party becomes aware of any event, or there shall be discovered any information, information that should be set forth disclosed in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinStatement, then (1) such Party shall promptly inform, in the light case of any Carmell Party, the Company, or, in the case of the circumstances under which they were madeCompany, not misleadingCarmell thereof; (2) such Party shall prepare and mutually agree upon with, in the case of Carmell, the party that discovers Company, or, in the case of the Company, Carmell (in either case, such information shall promptly notify the other parties hereto andagreement not to be unreasonably withheld, to the extent required by applicable Lawconditioned or delayed), an appropriate amendment or supplement describing to Proxy Statement; (3) Xxxxxxx shall promptly file such information shall be filed promptly by the Company mutually agreed upon amendment or supplement with the SEC SEC; and (after providing 4) the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company Parties shall reasonably cooperate, if appropriate, in promptly mailing such amendment or supplement to the stockholders Carmell Stockholders. Carmell shall, as soon as practicable following notification from the SEC or its staff that it has completed its review of the Company. The Company preliminary proxy statement or that it will not review the preliminary proxy statement, file and mail a definitive proxy statement for the vote of its counsel shall permit stockholders to approve the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the AgreementRequired Transaction Proposal.

Preparation of Proxy Statement. If required by applicable Law As soon as practicable after the date hereof (and in order any event, but subject to consummate the MergerParent’s timely performance of its obligations under Section 7.01(b), within fifteen (15) Business Days hereof), the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file shall cause to be filed with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause Except as expressly contemplated by Section 6.02(d), the Proxy Statement to be mailed to its stockholders as promptly as practicable after shall include the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, Recommendation with respect to the Proxy StatementMerger, the Agreement or Fairness Opinion and a copy of Section 262 of the transactions contemplated by the AgreementDGCL. The Company will cause the Proxy Statement to comply in all material respects with applicable LawStatement, including at the applicable provisions time of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to mailing of the Proxy Statement so that or any amendments or supplements thereto, and at the Proxy Statement would time of the Stockholders’ Meeting, to not include 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 the light of the circumstances under which they were made, not misleading; provided, the party however, that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment no representation or supplement describing such information shall be filed promptly warranty is made by the Company with respect to information expressly supplied by Parent or Sub 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 Sub upon the receipt of any comments from the SEC (after providing or the Buyer 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 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 hand. The Company shall use 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 provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement propose comments on such document or the transactions contemplated by the Agreementresponse.

Preparation of Proxy Statement. If required by applicable Law As soon as practicable after the date of this Agreement, and provided that Parent and Xxxxxx Sub have complied in order to consummate all respects with Section 6.04(b), no later than thirty (30) calendar days after the Mergerdate of this Agreement, the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file shall cause to be filed with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer Unless there has been an Adverse Recommendation Change made in accordance with a reasonable opportunity to review and comment thereon) and shall cause Section 6.03(b), the Proxy Statement to be mailed to its stockholders as promptly as practicable after shall include the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the AgreementBoard Recommendation. The Company will cause the Proxy Statement to comply in all material respects with applicable LawStatement, including at the applicable provisions time of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to mailing of the Proxy Statement so that or any amendments or supplements thereto, and at the Proxy Statement would time of the Stockholders’ Meeting, not include to 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 the light of the circumstances under which they were made, not misleading; provided, the party however, that discovers such information shall promptly notify the other parties hereto andno representation, to the extent required by applicable Law, an appropriate amendment warranty or supplement describing such information shall be filed promptly covenant is made by the Company with respect to information supplied by or on behalf of Parent or Merger Sub (or their Representatives) for inclusion or incorporation by reference in the SEC (after providing Proxy Statement. The Company will cause the Buyer 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 in all material respects the rules of Nasdaq. The Company shall give Parent and its counsel a reasonable opportunity to review and comment thereon) on the Proxy Statement, including all amendments and disseminated by supplements thereto, prior to filing such documents with the Company SEC or disseminating such documents to the stockholders of the CompanyCompany and reasonable opportunity to review and comment on all responses to requests from the SEC for additional information, in each case, to the extent reasonably practicable. The Company shall consider in good faith any comments made by Parent and its counsel with respect to the foregoing; provided, however, that the Company may amend or supplement the Proxy Statement without the review or comment of Parent to effect an Adverse Recommendation Change pursuant to and in accordance with Section 6.03. The Company shall permit promptly notify Parent upon the Buyer, the Acquisition Sub and their counsel to participate in all communications with receipt of any comments from the SEC and its staff, including all meetings and telephone conferences, relating 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, this Agreement and shall promptly provide Parent with copies of all correspondence with respect to the Proxy Statement or the transactions contemplated by Transactions between the AgreementCompany and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use commercially reasonable efforts to respond as promptly as reasonably practicable to, and Parent shall use commercially reasonable efforts to assist the Company in responding to, any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment in accordance with this Section 6.04(a) on any proposed written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the Company’s stockholders, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response.

Preparation of Proxy Statement. If required by applicable Law As soon as practicable after the date hereof (and in order any event, but subject to consummate the MergerParent’s timely performance of its obligations under Section 7.01(b), within twenty (20) Business Days hereof), the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file shall cause to be filed with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause Except as expressly contemplated by Section 6.02(d), the Proxy Statement to be mailed to its stockholders as promptly as practicable after shall include the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, Recommendation with respect to the Proxy StatementMerger, the Agreement or Fairness Opinion and a copy of Section 262 of the transactions contemplated by the AgreementDGCL. The Company will cause the Proxy Statement to comply in all material respects with applicable LawStatement, including at the applicable provisions time of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to mailing of the Proxy Statement so that or any amendments or supplements thereto, and at the Proxy Statement would time of the Stockholders’ Meeting, to not include 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 the light of the circumstances under which they were made, not misleading; provided, the party however, that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment no representation or supplement describing such information shall be filed promptly warranty is made by the Company with respect to information expressly supplied by Parent or Sub 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 the NYSE. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC (after providing or the Buyer 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 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 hand. The Company shall use 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 provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement propose comments on such document or the transactions contemplated by the Agreementresponse.

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the Company shall, Paligent agrees that as soon promptly as practicable following the Acceptance Time, date of this Agreement it shall prepare and file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting on Form 14A (the “Proxy Statement”). The Company Paligent shall respond use commercially reasonable efforts to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders at the earliest practicable date following such filing. In connection with the foregoing, IFL shall furnish to Paligent (and be responsible for) all information related to it as promptly as practicable after the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements is required to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to be included in the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Lawshall specify that (a) the following persons shall be standing for election as directors of Paligent: Xxxxxxxxx X. Xxxxx, including the applicable provisions Xxxxxxx X. Xxxxx, Xxxxxxx Xxxxxx, Xxxx Xxxx and Xxxxx Xxxxxx; (b) Xxxxx Xxxxxx shall be chairman of the Exchange Act board of directors; and (c) the rules following persons shall be appointed as the officers of Paligent with the title set after their name: Xxxxx Xxxxxx (chief executive officer and regulations thereunderpresident), Xxxxxxxxx X. Xxxxx (chief financial officer, executive vice president and treasurer) and Xxxx Xxxx (secretary). If at any time prior to the Effective Time there any event with respect to IFL or with respect to other information supplied by IFL for inclusion in the Proxy Statement shall occur any event, or there shall which is required to be discovered any information, that should be set forth described in an amendment of, or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinto, in the 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, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement IFL shall provide written notice thereof to Paligent and such event shall be so described, and such amendment or supplement shall be promptly filed with the transactions contemplated SEC and, as required by law, disseminated. If, at any time prior to the AgreementEffective Time any event with respect to Paligent or any of the Paligent Subsidiaries or with respect to other information supplied by Paligent for inclusion in the Proxy Statement shall occur, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated.

Preparation of Proxy Statement. If required by applicable Law in order to consummate (a) As soon as practicable after the Mergerexecution of this Agreement, the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file cause to be filed with the SEC preliminary proxy materials (after providing the Buyer with a reasonable opportunity to review "Proxy Statement") for the solicitation of approval of the shareholders of the Company of (i) the issuance by the Company of shares of Common Stock pursuant to, and comment thereonpurchase of shares of Common Stock by the exercise of, the Warrants, (ii) a proxy statement relating such other transactions contemplated hereby and pursuant to the Stockholders’ Meeting Ancillary Documents as may reasonably require approval of the Company's shareholders (together with clause (i), the “Proxy Statement”"Shareholder Approval"), (iii) the election of directors and (iv) such other matters as the Company and the Purchaser may reasonably agree. The Subject to compliance by the Purchaser of its covenants in this Section 5.1, the Company shall cause the Proxy Statement related thereto to materially comply with applicable law and the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff (after providing and the Buyer with a Company shall use reasonable opportunity best efforts to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders the Company's shareholders as promptly as practicable after practicable. Each of the resolution of any such comments. The Company parties hereto shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements furnish to the Proxy Statement other party all information concerning itself, its shareholders and its Affiliates that may be required or for additional information and shall supply the Buyer reasonably requested in connection with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions action contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunderthis Section 5.1. If at any time prior event relating to the Effective Time there shall occur any eventparty occurs, or there shall be discovered if any party becomes aware of any information, that should be set forth disclosed in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinStatement, in the light of the circumstances under which they were made, not misleading, the then such party that discovers such information shall promptly notify inform the other parties hereto and, to the extent required by applicable Law, an appropriate thereof and shall cooperate with each other in filing such amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company and, if appropriate, in mailing such amendment or supplement to the stockholders shareholders of the Company. The Proxy Statement shall include the recommendations of the Board of Directors of the Company in favor of the exercise of the Warrant and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementhereby and thereby.

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the Company shall, as (a) As soon as practicable following after the Acceptance Timeexecution of this Agreement, Seller shall prepare and file cause to be filed with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a preliminary proxy statement relating to the Stockholders’ Meeting materials (the “Proxy Statement”)) for the solicitation of approval of the shareholders of Seller of (i) the Contemplated Transactions and (ii) the amendment of Seller’s amended and restated charter to change its corporate name to one which is not the same as or similar to its present name or any other trademark or trade style or name now or then used by Operating Company (collectively, the “Shareholder Approval”) and for the election of directors and such other matters as Seller and Buyer may reasonably agree. The Company Subject to compliance by Buyer with its covenants in this Section 6.3, Seller shall cause the Proxy Statement related thereto to materially comply with applicable law and the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff (after providing the Buyer with a and Seller shall use reasonable opportunity best efforts to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders Seller’s shareholders as promptly as practicable after the resolution of any such commentspracticable. The Company Each party shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements furnish to the Proxy Statement other party all information concerning itself, its shareholders and its affiliates that may be required or for additional information and shall supply the Buyer reasonably requested in connection with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions action contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunderthis Section. If at any time prior event relating to the Effective Time there shall occur any eventparty occurs, or there shall be discovered if any party becomes aware of any information, that should be set forth disclosed in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinStatement, in the light of the circumstances under which they were made, not misleading, the then such party that discovers such information shall promptly notify inform the other parties hereto and, to the extent required by applicable Law, an appropriate thereof and shall cooperate with each other in filing such amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing and, if appropriate, in mailing such amendment or supplement to the shareholders of Seller. The Proxy Statement shall include the recommendations of the Board of Directors of Seller in favor of Shareholder Approval. Buyer with and its advisors shall have a reasonable opportunity to review and comment thereon) and disseminated by on the Company proxy materials prior to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications any filing with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the AgreementSEC.

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the Company shall, as soon as practicable (a) Promptly following the Acceptance TimeAmended Execution Date, prepare Sabine Investor Holdings, AIV Holdings, and Forest shall cooperate in preparing, and Forest shall file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) SEC, a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Company ) in order to seek the Forest Stockholder Approval, the Authorized Share Amendment Approval, the Name Change Amendment Approval and, subject to the Forest Board approving the Forest Oil Corporation 2014 Long Term Incentive Plan (the “2014 LTIP”) (which shall respond to any comments of be considered in good faith by the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders Forest Board as promptly as practicable after following the resolution mutual agreement of any such commentsForest and Sabine Investor Holdings on the definitive form thereof), the LTIP Proposal Approvals. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect comply as to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply form in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunderthereunder and other applicable Law. If at any time prior Each of Sabine Investor Holdings, AIV Holdings and Forest will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as is practicable after filing, and each of Sabine Investor Holdings, AIV Holdings and Forest shall use its respective reasonable best efforts to cause the Proxy Statement to be mailed to the Effective Time there holders of Forest Common Stock as promptly as practicable after the Proxy Statement shall occur any event, or there shall be discovered any information, that should be set forth in an have been cleared by the SEC. No amendment or supplement to the Proxy Statement so that shall be filed without the Proxy Statement would approval of Sabine Investor Holdings or AIV Holdings (such approval not include any misstatement of a material fact or omit to state any material fact required to be stated therein unreasonably withheld, conditioned or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers delayed) if such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing relates to information in such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, document relating to the Proxy Statementany Sabine Party, this Agreement AIV Holdings or the transactions contemplated by the Agreementtheir Affiliates or their business, financial condition or results of operations.