Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. ▇▇▇▇▇ shall prepare and file with the SEC the Proxy Statement at the earliest practicable date after the Offer has expired or terminated (unless 90% or more of outstanding ▇▇▇▇▇ Common Stock is acquired by Merger Sub pursuant to the Offer or ▇▇▇▇▇ Common Stock ceases to be registered under the Exchange Act in accordance with applicable law); and shall use all reasonable efforts to have the Proxy Statement cleared by the SEC. If at any time prior to the Effective Time any event shall occur that is required to be set forth in an amendment of or a supplement to the Proxy Statement, ▇▇▇▇▇ shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Buyer, Merger Sub and ▇▇▇▇▇ shall cooperate with each other in the preparation of the Proxy Statement, and ▇▇▇▇▇ shall promptly notify Buyer of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall promptly provide to Buyer copies of all correspondence between ▇▇▇▇▇ or any representative of ▇▇▇▇▇ and the SEC with respect to the Proxy Statement. ▇▇▇▇▇ shall give Buyer and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. If the Proxy Statement is required to be filed with the SEC, each of ▇▇▇▇▇, Buyer and Merger Sub agrees to use all reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of ▇▇▇▇▇ Common Stock entitled to vote at the Shareholder Meeting at the earliest practicable time.

Preparation of Proxy Statement. ▇▇▇▇▇ If the adoption of this Agreement by the Company’s stockholders is required by Applicable Law, then as soon as practicable after the Acceptance Time, the Company shall prepare and file shall cause to be filed with the SEC in preliminary form the Proxy Statement. Except as expressly contemplated by Section 6.2(f) and Section 6.2(g), the Proxy Statement shall include the Company Board Recommendation. The Company will use reasonable best efforts to cause the Proxy Statement, at the earliest practicable date after time of the Offer has expired mailing of the Proxy Statement or terminated (unless 90% any amendments or more supplements thereto, and at the time of outstanding ▇▇▇▇▇ Common Stock the Company Stockholder Meeting, to 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 were made, not misleading; provided, however, that no representation or warranty is acquired made by the Company with respect to information supplied by Parent or Merger Sub pursuant for inclusion or incorporation by reference in the Proxy Statement. The Company shall use reasonable best efforts to cause the Offer or ▇▇▇▇▇ Common Stock ceases Proxy Statement to be registered under comply as to form in all material respects with the provisions of the Exchange Act in accordance with applicable law); and the rules and regulations thereunder and to satisfy all rules of the NASDAQ. The Company shall use all reasonable efforts to have promptly notify Parent and Merger Sub upon the Proxy Statement cleared by receipt of any comments from the SEC. If at SEC or the staff of the SEC or any time prior to request from the Effective Time any event shall occur that is required to be set forth in an amendment SEC or the staff of the SEC for amendments or a supplement supplements to the Proxy Statement, ▇▇▇▇▇ and shall prepare provide Parent and file Merger Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Buyer, Merger Sub and ▇▇▇▇▇ shall cooperate with each other in the preparation staff of the Proxy StatementSEC, and ▇▇▇▇▇ on the other hand. The Company shall use reasonable best efforts to respond as promptly notify Buyer as practicable to any comments of the receipt of any comments SEC or the staff of the SEC with respect to the Proxy Statement Statement, and the Company shall provide Parent and Merger Sub and their respective counsel a reasonable opportunity to participate in the formulation of any requests by written response to any such written comments of the SEC for or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the Company Stockholders, or responding to any amendment comments of the SEC or supplement thereto or for additional information, and shall promptly provide to Buyer copies the staff of all correspondence between ▇▇▇▇▇ or any representative of ▇▇▇▇▇ and the SEC with respect to thereto, the Proxy Statement. ▇▇▇▇▇ Company shall give Buyer provide Parent and its counsel the Merger Sub a reasonable opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. If the Proxy Statement is required to be filed with the SEC, each of ▇▇▇▇▇, Buyer and Merger Sub agrees to use all reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of ▇▇▇▇▇ Common Stock entitled to vote at the Shareholder Meeting at the earliest practicable timepropose comments on such document or response.

Preparation of Proxy Statement. ▇▇▇▇▇ (a) As promptly as reasonably practicable following the date hereof, and in any event within fifteen (15) Business Days after the date hereof, Fleetmatics shall prepare and file with the SEC preliminary proxy materials which shall constitute the Scheme Document, which shall also constitute the proxy statement relating to the matters to be submitted to the Fleetmatics Shareholders at the Court Meeting and the EGM (such Proxy Statement, and any amendments or supplements thereto, the “Proxy Statement”). Verizon and Bidco shall cooperate with Fleetmatics in the preparation of the Proxy Statement at and furnish all information concerning Verizon or Bidco, as the earliest practicable date after case may be, that is required in connection with the Offer has expired or terminated (unless 90% or more preparation of outstanding ▇▇▇▇▇ Common Stock is acquired by Merger Sub pursuant to the Offer or ▇▇▇▇▇ Common Stock ceases to be registered under the Exchange Act in accordance with applicable law); and Proxy Statement. Fleetmatics shall use all its reasonable best efforts to have the Proxy Statement cleared by the SEC and to mail the Proxy Statement to its shareholders as promptly as practicable (and in any event within five (5) Business Days after the date of the resolution of any comments of the SEC or the staff of the SEC with respect to the preliminary Proxy Statement), to the extent required by applicable Law. Fleetmatics shall, as promptly as practicable after receipt thereof, provide Verizon with copies of any written comments and advise Verizon of any oral comments with respect to the Proxy Statement received from the SEC or the Staff of the SEC. If Fleetmatics shall provide Verizon with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and Fleetmatics will promptly provide Verizon with a copy of all such filings made with the SEC. Each Party shall use its reasonable best efforts to take any action required to be taken by it under any applicable state securities Laws in connection with the Acquisition, and each Party shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action. If, at any time prior to the Effective Time Time, any event shall occur that is required information relating to any of the Parties, or their respective Affiliates, officers or directors, should be discovered by either Party, and such information should be set forth in an amendment of or a supplement to the Proxy StatementStatement so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, ▇▇▇▇▇ in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall prepare and file promptly notify the other Party and, to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Buyerand, Merger Sub and ▇▇▇▇▇ shall cooperate with each other in the preparation of the Proxy Statement, and ▇▇▇▇▇ shall promptly notify Buyer of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests extent required by the SEC for any amendment or supplement thereto or for additional informationLaw, and shall promptly provide to Buyer copies of all correspondence between ▇▇▇▇▇ or any representative of ▇▇▇▇▇ and the SEC with respect disseminated to the Proxy Statement. ▇▇▇▇▇ shall give Buyer and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. If the Proxy Statement is required to be filed with the SEC, each of ▇▇▇▇▇, Buyer and Merger Sub agrees to use all reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of ▇▇▇▇▇ Common Stock entitled to vote at the Shareholder Meeting at the earliest practicable timeFleetmatics Shareholders.

Preparation of Proxy Statement. ▇▇▇▇▇ The Company shall prepare and file with the SEC the Proxy Statement at the earliest as soon as reasonably practicable date after the Offer has expired or terminated (unless 90% or more of outstanding ▇▇▇▇▇ Common Stock is acquired by Merger Sub pursuant to the Offer or ▇▇▇▇▇ Common Stock ceases to be registered under the Exchange Act in accordance with applicable law); date hereof, and shall use all reasonable its best efforts to have the Proxy Statement cleared by the SEC. If at any time prior to the Effective Time any event shall occur that is required to should be set forth in an amendment of or a supplement to the Proxy Statement, ▇▇▇▇▇ the Company shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. BuyerHarsco, Merger Acquisition Sub and ▇▇▇▇▇ the Company shall cooperate with each other in the preparation of the Proxy Statement, and ▇▇▇▇▇ the Company shall promptly notify Buyer Harsco of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall promptly provide to Buyer Harsco promptly copies of all correspondence between ▇▇▇▇▇ the Company or any representative of ▇▇▇▇▇ the Company and the SEC 61 23 with respect to the Proxy Statement. ▇▇▇▇▇ The Company shall give Buyer Harsco and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. If Each of the Proxy Statement is required to be filed with the SECCompany, each of ▇▇▇▇▇, Buyer Harsco and Merger Acquisition Sub agrees to use all reasonable its best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of ▇▇▇▇▇ Company Common Stock entitled to vote at the Shareholder Company Shareholders' Meeting at the earliest practicable time.

Preparation of Proxy Statement. ▇▇▇▇▇ If a Company Shareholders' Meeting is required by applicable law in order to consummate the Merger, the Company shall prepare and file with the SEC the Proxy Statement at the earliest as soon as reasonably practicable date after the Offer has expired or terminated (unless 90% or more of outstanding ▇▇▇▇▇ Sub accepts for purchase Company Common Stock is acquired by Merger Sub Shares pursuant to the Offer or ▇▇▇▇▇ Common Stock ceases to be registered under the Exchange Act in accordance with applicable law); Offer, and shall use all its reasonable best efforts to have the Proxy Statement cleared by the SEC. If at any time prior to the Effective Time any event shall occur that is required to should be set forth in an amendment of or a supplement to the Proxy Statement, ▇▇▇▇▇ the Company shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. BuyerParent, Merger Sub and ▇▇▇▇▇ the Company shall cooperate with each other in the preparation of the Proxy Statement, and ▇▇▇▇▇ the Company shall promptly notify Buyer Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall promptly provide to Buyer Parent promptly copies of all correspondence between ▇▇▇▇▇ the Company or any representative Representative of ▇▇▇▇▇ the Company and the SEC with respect to the Proxy Statement. ▇▇▇▇▇ The Company shall give Buyer Parent and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. If Each of the Proxy Statement is required to be filed with the SECCompany, each of ▇▇▇▇▇, Buyer Parent and Merger Sub agrees to use all its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of ▇▇▇▇▇ Company Common Stock Shares entitled to vote at the Shareholder Company Shareholders' Meeting at the earliest practicable time.

Preparation of Proxy Statement. ▇▇▇▇▇ Unless the Opinion Condition is satisfied, Seller shall prepare and file with the SEC a proxy statement on the required form for the purpose of soliciting the Stockholders’ Approval (the “Proxy Statement at the earliest Statement”) as soon as reasonably practicable after there date after the Offer has expired or terminated (unless 90% or more of outstanding ▇▇▇▇▇ Common Stock is acquired by Merger Sub pursuant to the Offer or ▇▇▇▇▇ Common Stock ceases to be registered under the Exchange Act in accordance with applicable law); hereof, and shall use all its reasonable best efforts to have the Proxy Statement cleared by the SEC. If at any time prior to the Effective Time Closing Date any event shall occur that is required to should be set forth in an amendment of or a supplement to the Proxy Statement, ▇▇▇▇▇ Seller shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Buyer, Merger Sub and ▇▇▇▇▇ Seller shall cooperate with each other in the preparation of the Proxy Statement, and ▇▇▇▇▇ shall promptly notify Buyer of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall promptly provide to Buyer promptly copies of all correspondence between ▇▇▇▇▇ Seller or any representative of ▇▇▇▇▇ Seller and the SEC with respect to the Proxy Statement. ▇▇▇▇▇ Seller shall give Buyer and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. If the Proxy Statement is required to be filed with the SEC, each of ▇▇▇▇▇, Buyer and Merger Sub agrees to Seller shall use all its reasonable best efforts, after consultation with the other parties heretoBuyer, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of ▇▇▇▇▇ Common Stock Seller’s stockholders entitled to vote at the Shareholder Stockholders’ Meeting at the earliest practicable time.

Preparation of Proxy Statement. ▇▇▇▇▇ Xtrana shall prepare and file with the SEC promptly after receiving the AIC Audited Financial Statement, the Proxy Statement at the earliest practicable date after the Offer has expired or terminated (unless 90% or more of outstanding ▇▇▇▇▇ Common Stock is acquired by Merger Sub pursuant to the Offer or ▇▇▇▇▇ Common Stock ceases to with such assistance from AIC as may be registered under the Exchange Act in accordance with applicable law); and shall use all reasonable efforts to have the Proxy Statement cleared by the SECrequired. If at any time prior to the Effective Time of the Merger any event shall occur that is required to should be set forth in an amendment of or a supplement to the Proxy Statement, ▇▇▇▇▇ Xtrana shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Buyer, Merger Sub Xtrana and ▇▇▇▇▇ AIC shall cooperate with each other in the preparation of the Proxy Statement, and ▇▇▇▇▇ Xtrana shall promptly notify Buyer AIC of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall promptly provide to Buyer AIC promptly copies of all correspondence between ▇▇▇▇▇ the Xtrana or any representative of ▇▇▇▇▇ Xtrana and the SEC with respect to the Proxy Statement. ▇▇▇▇▇ Xtrana shall give Buyer AIC and its counsel the reasonable opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. If the Proxy Statement is required to be filed with the SEC, each Each of ▇▇▇▇▇, Buyer Xtrana and Merger Sub AIC agrees to use all commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of ▇▇▇▇▇ Xtrana Common Stock entitled to vote at the Shareholder Xtrana Stockholders' Meeting at the earliest practicable time.

Preparation of Proxy Statement. ▇▇▇▇▇ If required by applicable law, the Company shall prepare and file with the SEC the Proxy Statement at the earliest as soon as reasonably practicable date after the Offer has expired or terminated (unless 90% or more first to occur of outstanding ▇▇▇▇▇ the purchase of and payment for shares of Class A Common Stock is acquired by Merger Sub pursuant to the Offer or ▇▇▇▇▇ Common Stock ceases to be registered under the Exchange Act in accordance with applicable law); Merger Trigger, and shall use all reasonable its best efforts to have the Proxy Statement cleared by the SEC. If at any time prior to the Effective Time any event shall occur that is required to should be set forth in an amendment of or a supplement to the Proxy Statement, ▇▇▇▇▇ the Company shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. BuyerParent, Merger Sub and ▇▇▇▇▇ the Company shall cooperate with each other in the preparation of the Proxy Statement, and ▇▇▇▇▇ the Company shall promptly notify Buyer Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall promptly provide to Buyer Parent promptly copies of all correspondence between ▇▇▇▇▇ the Company or any representative of ▇▇▇▇▇ the Company and the SEC with respect to the Proxy Statement. ▇▇▇▇▇ The Company shall give Buyer Parent and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. If Each of the Proxy Statement is required to be filed with the SECCompany, each of ▇▇▇▇▇, Buyer Parent and Merger Sub agrees to use all reasonable its best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of ▇▇▇▇▇ Company Common Stock entitled to vote at the Shareholder Company Stockholders' Meeting at the earliest practicable time.

Preparation of Proxy Statement. ▇▇▇▇▇ As soon as practicable after the date of this Agreement (and in any event, but subject to Parent’s timely performance of its obligations under Section 6.04(b), within twenty (20) Business Days after the date of this Agreement), the Company shall prepare and file shall cause to be filed with the SEC in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Unless there is an Adverse Recommendation Change pursuant to Section 6.03, the Proxy Statement shall include the Board Recommendation. The Company will cause the Proxy Statement, at the earliest practicable date after time of the Offer has expired mailing of the Proxy Statement or terminated (unless 90% any amendments or more supplements thereto, and at the time of outstanding ▇▇▇▇▇ Common Stock the Stockholders’ Meeting, not to 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 were made, not misleading; provided, however, that no representation, warranty or covenant is acquired made by the Company with respect to information supplied by or on behalf of Parent or Merger Sub pursuant (or their Representatives) for inclusion or incorporation by reference in the Proxy Statement. The Company will cause the Proxy Statement to comply as to form in all material respects with the Offer or ▇▇▇▇▇ Common Stock ceases to be registered under provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of the NASDAQ. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to filing such documents with the SEC or disseminating such documents to stockholders of the Company 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 applicable law); and Section 6.03. The Company shall use all reasonable efforts to have promptly notify Parent upon the Proxy Statement cleared by receipt of any comments from the SEC. If at SEC or the staff of the SEC or any time prior to request from the Effective Time any event shall occur that is required to be set forth in an amendment SEC or the staff of the SEC for amendments or a supplement supplements to the Proxy Statement, ▇▇▇▇▇ and shall prepare promptly provide Parent with copies of all correspondence with respect to the Proxy Statement or the Transactions between the Company and file with its Representatives, on the one hand, and the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Buyer, Merger Sub and ▇▇▇▇▇ shall cooperate with each other in the preparation staff of the Proxy StatementSEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to, and ▇▇▇▇▇ Parent shall promptly notify Buyer use reasonable best efforts to assist the Company in responding to, any comments of the receipt of any comments SEC or the staff of the SEC with respect to the Proxy Statement 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 any requests by the SEC for or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the Company’s stockholders, or responding to any amendment comments of the SEC or supplement thereto or for additional information, and shall promptly provide to Buyer copies the staff of all correspondence between ▇▇▇▇▇ or any representative of ▇▇▇▇▇ and the SEC with respect to thereto, the Proxy Statement. ▇▇▇▇▇ Company shall give Buyer and its counsel the provide Parent a reasonable opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. If the Proxy Statement is required to be filed with the SEC, each of ▇▇▇▇▇, Buyer and Merger Sub agrees to use all reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of ▇▇▇▇▇ Common Stock entitled to vote at the Shareholder Meeting at the earliest practicable timepropose comments on such document or response.

Preparation of Proxy Statement. ▇▇▇▇▇ MDI shall prepare and file with the SEC the Proxy Statement at the earliest as soon as reasonably practicable date after the Offer has expired or terminated (unless 90% or more of outstanding ▇▇▇▇▇ Common Stock is acquired by Merger Sub pursuant to the Offer or ▇▇▇▇▇ Common Stock ceases to be registered under the Exchange Act in accordance with applicable law); date hereof, and shall use all reasonable its best efforts to have the Proxy Statement cleared by the SEC. If at any time prior to the Effective Time any event shall occur that is required to should be set forth in an amendment of or a supplement to the Proxy Statement, ▇▇▇▇▇ MDI shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. BuyerANI, Merger Sub and ▇▇▇▇▇ MDI shall cooperate with each other in the preparation of the Proxy Statement, and ▇▇▇▇▇ MDI shall promptly notify Buyer ANI of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall promptly provide to Buyer ANI promptly copies of all correspondence between ▇▇▇▇▇ MDI or any representative of ▇▇▇▇▇ MDI and the SEC with respect to the Proxy Statement. ▇▇▇▇▇ MDI shall give Buyer ANI and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. If the Proxy Statement is required to be filed with the SECEach of MDI, each of ▇▇▇▇▇, Buyer and Merger Sub and ANI agrees to use all reasonable its best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of ▇▇▇▇▇ MDI Common Stock entitled to vote at the Shareholder MDI Stockholders’ Meeting at the earliest practicable time.