Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. The Company, in consultation with Parent, shall prepare and file a proxy statement (together with any amendments or supplements thereto, and any other filings under the Exchange Act required in connection with the Merger, the “Proxy Statement“) with the SEC as soon as reasonably practicable following the date of this Agreement. The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after filing. The Company shall notify Parent promptly of the receipt of any written or oral 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 will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. The Company shall consult with Parent and prepare written responses with respect to such written comments. No amendment or supplement to the Proxy Statement shall be made, and no correspondence filed with the SEC with respect thereto, by the Company without the consent of Parent. The Company will advise Parent promptly after it receives notice that the Proxy Statement has been cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. To the extent permitted by Law, the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement has been cleared by the SEC. If at any time prior to the Company Stockholder Meeting there shall occur any event (including discovery of any fact, circumstance or event by any party hereto) that should be set forth in an amendment or supplement to the Proxy Statement, the party which discovers such information shall promptly notify the other parties hereto and the Company shall promptly prepare and mail to its stockholders such an amendment or supplement, in each case to the extent required by applicable Law. Parent shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto, including by providing such information as the Company may reasonably request for inclusion in the Proxy Statement.

Preparation of Proxy Statement. The Company(a) As soon as practicable after the execution of this Agreement, in consultation with Parent, Company shall prepare and file a proxy statement (together with any amendments or supplements thereto, and any other filings under the Exchange Act required in connection cause to be filed with the Merger, SEC preliminary proxy materials (the “Proxy Statement”) for the solicitation of approval of the shareholders of Company of the Contemplated Transactions (the “Shareholder Approval”) and such other matters as Company and Parent may reasonably agree. Subject to compliance by Parent with its covenants in Section 6.2, Company shall cause the Proxy Statement related thereto to comply in all material respects with applicable law and the rules and regulations promulgated by the SEC as soon as reasonably practicable following and to respond promptly to any comments of the date of this Agreement. The Company SEC or its staff and shall use its reasonable best efforts to have cause the Proxy Statement cleared by the SEC to be mailed to Company’s shareholders as promptly as practicable after filingpracticable. Each party shall promptly furnish to the other party all information concerning itself, its shareholders and its affiliates that may be required or reasonably requested in connection with any action contemplated by this Section. If any event relating to any party occurs, or if any party becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then such party shall inform the other thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of Company. The Proxy Statement shall include the recommendations of the Board of Directors of Company in favor of Shareholder Approval. Parent and its advisors shall have a reasonable opportunity to review and comment on the proxy materials prior to any filing with the SEC. (b) Company will notify Parent promptly of the receipt of any written or oral comments from the SEC or its staff or any other government official and of any request requests by the SEC or its staff or any other government official for amendments or supplements to the Proxy Statement or for additional information information, and will supply Parent with copies of all such comments and any correspondence between the Company or any of and its representatives, on the one hand, and the SEC or its staff, on the staff or any other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. The Company shall consult with Parent and prepare written responses with respect to such written comments. No amendment or supplement to the Proxy Statement shall be made, and no correspondence filed with the SEC government official with respect thereto, by the Company without the consent of Parent. The Company will advise Parent promptly after it receives notice that the Proxy Statement has been cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. To the extent permitted by Law, the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement has been cleared by the SEC. If at any time prior to the Company Stockholder Meeting there Closing Date, any event shall occur any event (including discovery of any fact, circumstance or event by any party hereto) that should be set forth in an amendment of, or a supplement to, the Proxy Statement, Company agrees promptly to prepare and file such amendment or supplement and to distribute such amendment or supplement as required by applicable law, including mailing such supplement or amendment to the shareholders of Company. Parent and its advisors shall have a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement, the party which discovers such information shall promptly notify the other parties hereto and the Company shall promptly prepare and mail Statement prior to its stockholders such an amendment or supplement, in each case to the extent required by applicable Law. Parent shall cooperate any filing with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto, including by providing such information as the Company may reasonably request for inclusion in the Proxy StatementSEC.

Preparation of Proxy Statement. The CompanyAs promptly as reasonably practicable (but in any event within five (5) Business Days) after the Go-Shop Period End Date (or such earlier date as the Company determines in its sole discretion), subject to the receipt from Parent and Merger Sub of the information described in consultation with Parentthe third sentence of this Section 6.6(c) (Preparation of Proxy Statement), the Company shall prepare and file a proxy statement (together with any amendments or supplements thereto, and any other filings under the Exchange Act required in connection with the Merger, the “Proxy Statement“) with the SEC as soon as reasonably practicable following the date Proxy Statement, and each of this Agreement. The the Company and Parent shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC respond as promptly as practicable after filingto any comments of the SEC with respect thereto. Subject to Section 6.4(e) (Change in Recommendation; Termination), the Proxy Statement shall include the Company Board Recommendation. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required to be set forth in the Proxy Statement or reasonably requested by the Company for inclusion therein. Each of Parent and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and to correct any material omissions therein. The Company shall notify Parent promptly of the receipt of any written or oral 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 will supply shall make available to Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, staff with respect to the Proxy Statement or the transactions contemplated by this Agreement. The Company shall consult with Parent and prepare written responses with respect to such written comments. No amendment or supplement to the Proxy Statement shall be made, and no correspondence filed with the SEC with respect thereto, by the Company without the consent of Parent. The Company will advise Parent promptly after it receives notice that the Proxy Statement has been cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. To the extent permitted by Law, the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement has been cleared by the SEC. If at any time prior to receipt of the Required Company Stockholder Meeting Approval there shall occur any event (including discovery of any fact, circumstance or event by any party hereto) that should be set forth in an amendment or supplement to the Proxy Statement, the party which discovers such information shall promptly notify the other parties hereto and the Company shall promptly prepare and mail to its stockholders such an amendment or supplement, in each case to the extent required by applicable Law. Parent The Company shall cooperate with the Company in the preparation of and provide Parent and its counsel a reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC and shall provide Parent and their counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information prior to their being filed with, or sent to, the SEC. The Company shall give reasonable and good faith consideration to any amendment comments made by Parent or supplement thereto, including by providing such information its counsel. The Company shall use its reasonable efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable (but in any event within ten (10) Business Days) after the Company may reasonably request for inclusion in SEC confirms that it has no further comments on the Proxy Statement.

Preparation of Proxy Statement. The Company, (a) Parent will promptly furnish to the Company such data and information relating to Parent and Merger Sub as the Company may reasonably request for the purpose of including such data and information in consultation with Parent, shall prepare the Proxy Statement and file a proxy statement (together with any amendments or supplements theretothereto used by the Company to obtain Company Stockholder Approval, and any other filings under the Exchange Act required in connection Parent and Merger Sub shall otherwise assist and cooperate with the Merger, Company in the “preparation of the Proxy Statement“Statement and the resolution of any comments thereto received from the SEC. (b) with the SEC as soon As promptly as reasonably practicable following after the date execution of this Agreement. The , the Company shall use its reasonable best efforts prepare in preliminary form and cause to have the Proxy Statement cleared by the SEC as promptly as practicable after filing. The Company shall notify Parent promptly of the receipt of any written or oral 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 will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. The Company shall consult with Parent and prepare written responses with respect to such written comments. No amendment or supplement to the Proxy Statement shall be made, and no correspondence filed with the SEC with respect thereto, by a Proxy Statement relating to the matters to be submitted to the holders of Company Common Stock at the Company without the consent of ParentStockholders Meeting. The Company will advise Parent promptly after it receives notice that the Proxy Statement has been cleared by the SEC or thereof, of any request by the SEC for amendment of the Proxy StatementStatement or comments thereon and responses thereto or requests by the SEC for additional information. To Prior to the extent permitted by Lawfiling of the Proxy Statement (or any exhibits, amendments or supplements thereto) or any dissemination thereof to the stockholders of the Company, or responding to any comments from the SEC with respect thereto, the Company shall cause provide Parent and its counsel a reasonable opportunity to review and to propose comments on such document or response and shall consider in good faith all of Parent’s comments or suggestions prior to filing the Proxy Statement or exhibits, amendments or supplements thereto or any response to any comments from the SEC, including any comment letters from the SEC. (c) The Company agrees that as of the date of mailing to stockholders of the Company and at the time of the Company Stockholders Meeting, (i) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) none of the information supplied by the Company or any Company Subsidiaries for inclusion in the Proxy Statement (which shall be deemed to be all information set forth in the Proxy Statement, except for information provided by Parent for inclusion in the Proxy Statement), will 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. Parent and Merger Sub agree that none of the information supplied by either of them or any of their Affiliates for inclusion in (A) the Proxy Statement at the time such Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time such stockholders vote on approval of this Agreement and the Merger, and (B) any Company Disclosure Letter other than the Company Proxy Statement, at the time of the filing with the SEC of such Company Disclosure Letter or any supplement or amendment thereto, and, at the time of any distribution or dissemination thereof to the Company’s stockholders as promptly as practicable after stockholders, will 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 Proxy Statement has been cleared by statements therein, in light of the SECcircumstances under which they were made, not misleading. If at any time prior to the Effective Time, any information relating to Parent or the Company, or any of their respective Subsidiaries, Affiliates, officers or directors, should be discovered by Parent or the Company Stockholder Meeting there shall occur any event (including discovery of any fact, circumstance or event by any party hereto) that should be set forth in an amendment or supplement to the Proxy Statement, so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the party statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other parties hereto Other Party and the Company shall promptly prepare and mail to its stockholders such an appropriate amendment or supplementsupplement describing such information shall be promptly filed with the SEC and, in each case to the extent required by applicable Law. , disseminated to the stockholders of the Company. (d) Parent shall cooperate with and the Company in shall make all necessary filings with respect to the preparation of Transactions under the Proxy Statement or any amendment or supplement thereto, including by providing such information as Securities Act and the Company may reasonably request for inclusion in Exchange Act and applicable blue sky laws and the Proxy Statementrules and regulations thereunder.

Preparation of Proxy Statement. (a) Each of the Company and Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement. The Company, in consultation with Parent, Company shall promptly prepare and file a proxy statement (together with any amendments or supplements thereto, and any other filings under the Exchange Act required in connection with the Merger, the “Proxy Statement“) with the SEC as soon promptly as reasonably practicable a preliminary Proxy Statement (and in any event no later than 50 days following the date of this Agreement); provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. The Company shall promptly notify Parent of the receipt of any comments of the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent, as promptly as reasonably practicable, copies of all written correspondence between the Company or any representative of the Company and the SEC with respect to the Proxy Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, the Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC respond as promptly as reasonably practicable after filingto the comments of the SEC. The Company shall notify Parent will promptly of the receipt of any written or oral 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 will supply Parent with copies of all correspondence between the Company or any of its representativesRepresentatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this AgreementMerger. The Company shall consult with provide Parent and prepare written responses its legal counsel with respect a reasonable opportunity to such written comments. No review any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent shall promptly provide the Company with such information as may be required to be included in the Proxy Statement shall or as may be made, and no correspondence filed with reasonably required to respond to any comment of the SEC with respect thereto, staff. After all the comments received from the SEC have been cleared by the Company without the consent of Parent. The Company will advise Parent promptly after it receives notice that SEC staff and all information required to be contained in the Proxy Statement has been cleared included therein by the SEC or any request by the SEC for amendment of the Proxy Statement. To the extent permitted by LawCompany, the Company shall promptly file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to the Company’s stockholders (including by electronic delivery if permitted) as promptly as practicable after the Proxy Statement has been cleared by the SEC. If at any time prior to the Company Stockholder Meeting there shall occur any event (including discovery of any factpracticable, circumstance or event by any party hereto) that should be set forth in an amendment or supplement to the Proxy Statement, the party which discovers such information shall promptly notify the other parties hereto and the Company shall promptly prepare and mail to its stockholders such an amendment or supplementof record, in each case to the extent required by applicable Law. Parent shall cooperate with the Company in the preparation as of the Proxy Statement or any amendment or supplement thereto, including record date established by providing such information as the Company may reasonably request for inclusion in Board of Directors of the Proxy StatementCompany.

Preparation of Proxy Statement. The CompanyCompany shall, in consultation with Parentno later than fifteen (15) Business Days following the execution of this Agreement, shall prepare and file with the SEC a proxy statement (together with any amendments or supplements thereto, and any other filings under the Exchange Act required in connection with the Merger, the “Proxy Statement“”) in accordance with the Exchange Act and any other applicable Laws, will use its commercially reasonable efforts to respond to any comments of the SEC as soon as reasonably practicable or its staff to the satisfaction of the SEC or its staff within five (5) Business Days following receipt thereof and to cause the Proxy Statement to be mailed to the Company’s stockholders within five (5) Business Days following clearance of the Proxy Statement by the SEC, provided that the preceding time periods shall be extended to the extent of any failure by Parent to provide comments within the time periods set forth in the last sentence of this Section 7.3(b). The Proxy Statement shall include the Recommendation unless prior to the date of this Agreement. The Company mailing a Change in Board Recommendation shall use its reasonable best efforts have occurred pursuant to have the Proxy Statement cleared by the SEC as promptly as practicable after filingSection 6.2(d). The Company shall notify Parent promptly of upon the receipt of any written or oral comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or for additional information information, and will shall supply Parent with copies of all correspondence between the Company or any of its representativesRepresentatives, on the one hand, and the SEC SEC, or its staff, or any other government officials, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this AgreementStatement. The Company shall consult with Parent and prepare written responses with respect its counsel prior to such written comments. No amendment or supplement responding to the Proxy Statement shall be made, and no correspondence filed with the SEC with respect thereto, by the Company without the consent of Parent. The Company will advise Parent promptly after it receives notice that the Proxy Statement has been cleared by any comments from the SEC or its staff or any request by the SEC for amendment of the Proxy Statement. To the extent permitted by Law, the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement has been cleared by the SECother government officials. If at any time prior to the Company Stockholder Stockholders Meeting there shall occur any event (including discovery of any fact, circumstance or event by any party hereto) that should be set forth in an amendment or supplement to the Proxy Statement, the party which discovers such information shall promptly notify the other parties hereto and the Company shall promptly prepare and mail to its stockholders and file with the SEC any such an amendment or supplement. The Company shall not file or mail any Proxy Statement, in each case or any amendment or supplement thereto, to the extent required Company’s stockholders prior to consultation with Parent and consideration in good faith of any comments submitted by Parent, which comments of Parent shall be accepted so long as they are reasonable and not in violation of applicable Law. Parent shall cooperate with the Company in the preparation provide comments regarding any draft of the Proxy Statement or any amendment or supplement theretothereto promptly, including by providing such information as and in any event, with respect to the Company may reasonably request for inclusion in initial draft of the Proxy Statement, within five (5) Business Days following Parent’s receipt thereof, and with respect to any amendment or supplement thereto, within three (3) Business Days following Parent’s receipt thereof.

Preparation of Proxy Statement. The Company(a) As soon as practicable following the execution of this Agreement, in consultation with Parent, the Company shall prepare and file with the SEC a preliminary proxy statement (together with any amendments or supplements thereto, as amended and any other filings under the Exchange Act required in connection with the Mergersupplemented, the “Proxy Statement“”) in connection with the SEC as soon as reasonably practicable following meeting of its shareholders (the date of this Agreement“Shareholders Meeting”) to consider the Merger. The Company shall use its reasonable best efforts to have respond to any written comments of the SEC or its staff, and, to the extent permitted by law, to cause the Proxy Statement cleared by to be mailed to the SEC Company’s shareholders as promptly as practicable after filingresponding to all such comments to the satisfaction of the staff. The Company shall notify Parent Buyer promptly of the receipt of any written or oral 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 will shall supply Parent Buyer with copies of all correspondence between the Company or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. The Company shall consult with Parent and prepare written responses with respect to such written comments. No amendment or supplement to the Proxy Statement shall be made, and no correspondence filed with the SEC with respect thereto, by the Company without the consent of Parent. The Company will advise Parent promptly after it receives notice that the Proxy Statement has been cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. To the extent permitted by Law, the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement has been cleared by the SECMerger. If at any time prior to the Company Stockholder Shareholders Meeting there shall occur any event (including discovery of any fact, circumstance or event by any party hereto) that should be set forth in an amendment or supplement to the Proxy Statement, the party which discovers such information Company shall promptly notify inform Buyer. In such event, the other parties hereto Company, with the cooperation of Buyer and the Company shall Merger Sub, will promptly prepare and mail to its stockholders shareholders such an amendment or supplement, in each case to the extent required by applicable Law. Parent Buyer shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto and shall furnish the Company with all information required to be included therein with respect to Buyer or Merger Sub. Buyer and its counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement, any amendment or supplement thereto, including by providing and any such information as correspondence prior to its filing with the SEC or dissemination to the Company’s shareholders. (b) The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of this Agreement and the Merger, provided that the Board of Directors of the Company may reasonably request for inclusion withdraw such recommendation pursuant to Section 7.3(b). (c) Without limiting the generality of the foregoing, each of the parties shall correct promptly any information provided by it to be used specifically in the Proxy Statement, if required, that shall have become false or misleading in any material respect and shall take all reasonable steps necessary to file with the SEC and have declared effective or cleared by the SEC any amendment or supplement to the Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the shareholders of the Company, in each case to the extent required by applicable law.

Preparation of Proxy Statement. The Company(a) As promptly as practicable after the execution of this Agreement (and in any event within twenty Business Days of the date hereof subject to the first three sentences of Section 7.1(b)), in consultation with Parent, the Company shall prepare (with the assistance of Parent and Carve-out Buyer) and file a proxy statement (together with any amendments or supplements thereto, and any other filings under the Exchange Act required in connection with the Merger, the “Proxy Statement“) with the SEC as soon as reasonably practicable following the date of this Agreement. The Proxy Statement, which shall, subject to Section 6.2, include the Company Recommendation, and shall use its reasonable best efforts to have respond (with the Proxy Statement cleared by the SEC assistance of Parent and Carve-out Buyer) as promptly as practicable after filing. The Company shall notify Parent promptly of the receipt of to any written or oral comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to in respect of the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. The Company shall consult with Parent and prepare written responses with respect to such written comments. No amendment or supplement to the Proxy Statement shall be made, and no correspondence filed with the SEC with respect thereto, by the Company without the consent of Parent. The Company will advise Parent promptly after it receives notice that the Proxy Statement has been cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. To the extent permitted by Law, the Company shall cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the date of this Agreement. (b) The Company will provide Parent and Carve-out Buyer with a reasonable opportunity to review and comment on the Proxy Statement has been cleared prior to filing. Parent, Merger Sub and Carve-out Buyer shall furnish to the Company in writing all information that is required by the SECExchange Act to be set forth in the Proxy Statement, concerning themselves and their Affiliates. The Company agrees that the Proxy Statement will describe the Carve-out Transaction in reasonable detail, which shall be subject to the reasonable satisfaction of Parent and Carve-out Buyer. The Company shall promptly notify Parent and Carve-out Buyer upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent and Carve-out Buyer with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as of the record date established for the Special Meeting at the earliest practicable time (which shall not be later than five Business Days after the date on which the SEC confirms that it has no further comments on the Proxy Statement if the SEC determines to review the Proxy Statement). If at any time prior to the Company Stockholder Special Meeting there shall occur any event (including discovery of any fact, circumstance or event by any party hereto) that should be set forth in an amendment or supplement to the Proxy Statement, the party which discovers such information shall promptly notify the other parties hereto and the Company shall promptly after becoming aware thereof inform Parent and Carve-out Buyer in writing of such fact or event and prepare (with the assistance of Parent and Carve-out Buyer) and mail to its stockholders such an amendment or supplement, in each case case, to the extent required by applicable Law. Parent shall cooperate with Subject to applicable Law, and anything in this Agreement to the Company in the preparation of contrary notwithstanding, prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment or supplement thereto), including or responding to any comments to the SEC with respect thereto, the Company shall provide Parent, Carve-out Buyer and their respective counsel with a reasonable opportunity to review and comment on the Proxy Statement or to respond, and shall consider in good faith and include in such document or response comments reasonably proposed by providing Parent, Carve-out Buyer and their respective Representatives. (c) Each of the Company, Parent, Merger Sub and Carve-out Buyer agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information as shall have become false or misleading in any material respect and (ii) supplement the Company may reasonably request information provided by it specifically for inclusion use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the holders of the Shares, in each case as and to the extent required by applicable Law.

Preparation of Proxy Statement. The Company, in consultation with Parent, shall prepare and file a proxy statement (together with any amendments or supplements thereto, and any other filings under the Exchange Act required in connection with the Merger, the “Proxy Statement“a) with the SEC As promptly as soon as reasonably practicable following after the date of this Agreement, the Company shall file with the SEC the Proxy Statement. The Company shall will use its reasonable best efforts to have cause the Proxy Statement cleared to be disseminated to the holders of the Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.2, the SEC as promptly as practicable after filingProxy Statement will contain the Company Recommendation. (b) Parent and Merger Sub will provide for inclusion or incorporation by reference in the Proxy Statement of all required information regarding Parent and Merger Sub. The Parent and its counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.2), before such is filed with the SEC, and the Company shall notify give reasonable and good faith consideration to any comments made by Parent promptly of and its counsel. In addition, the receipt of Company will provide Parent and its counsel with (i) any comments or communications, whether written or oral comments oral, that the Company or its counsel may receive from time to time 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 will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) the transactions contemplated reasonable opportunity to participate in the Company’s response to those comments or communications and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by this Agreementparticipating with the Company or its counsel in any discussions or meetings with the SEC. (c) Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and prepare written responses with respect further agrees to such written comments. No amendment or supplement to cause the Proxy Statement shall as so corrected or supplemented to be made, and no correspondence filed with the SEC with respect thereto, by and to be disseminated to the Company without the consent of Parent. The Company will advise Parent promptly after it receives notice that the Proxy Statement has been cleared by the SEC or any request by the SEC for amendment holders of the Proxy Statement. To the extent permitted by Law, the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement has been cleared by the SEC. If at any time prior to the Company Stockholder Meeting there shall occur any event (including discovery of any fact, circumstance or event by any party hereto) that should be set forth in an amendment or supplement to the Proxy Statement, the party which discovers such information shall promptly notify the other parties hereto and the Company shall promptly prepare and mail to its stockholders such an amendment or supplementShares, in each case as and to the extent required by applicable Law. Parent shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto, including by providing such information as the Company may reasonably request for inclusion in the Proxy Statementfederal securities Laws.

Preparation of Proxy Statement. The Company, in consultation with Parent, shall prepare and file a proxy statement (together with any amendments or supplements thereto, and any other filings under the Exchange Act required in connection with the Merger, the “Proxy Statement“a) with the SEC as As soon as reasonably practicable following after the date of this Agreement, the Company shall file with the SEC the Proxy Statement and cause the Proxy Statement to be disseminated to the holders of the Shares, as and to the extent required and permitted by applicable federal securities Laws. Subject to Section 5.2, the Proxy Statement will contain the Company Recommendation. (b) Parent and Merger Sub will provide for inclusion or incorporation by reference in the Proxy Statement of all required information relating to Parent or its Affiliates. Parent and its counsel shall be given the opportunity to review and comment on the Proxy Statement before it is filed with the SEC. In addition, the Company will provide Parent and its counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and the opportunity to review and comment on such comments. The Company shall use its reasonable best efforts will respond promptly to have the Proxy Statement cleared by the SEC as promptly as practicable after filing. The Company shall notify Parent promptly of the receipt of any written or oral such comments from the SEC or its staff and of any request by the SEC staff. The Company shall not file or its staff for amendments or supplements to mail the Proxy Statement or for additional information and will supply Parent with copies respond to comments of all correspondence between the Company or any of its representatives, on the one hand, and the SEC prior to receiving Parent’s approval, which approval shall not be unreasonably withheld or its staffdelayed. (c) Each of the Company, on the other hand, with respect Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the transactions contemplated information provided by this Agreementit specifically for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and prepare written responses with respect further agrees to such written comments. No amendment or supplement to cause the Proxy Statement shall as so corrected or supplemented promptly to be made, and no correspondence filed with the SEC with respect thereto, by and to be disseminated to the Company without the consent of Parent. The Company will advise Parent promptly after it receives notice that the Proxy Statement has been cleared by the SEC or any request by the SEC for amendment holders of the Proxy Statement. To the extent permitted by Law, the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement has been cleared by the SEC. If at any time prior to the Company Stockholder Meeting there shall occur any event (including discovery of any fact, circumstance or event by any party hereto) that should be set forth in an amendment or supplement to the Proxy Statement, the party which discovers such information shall promptly notify the other parties hereto and the Company shall promptly prepare and mail to its stockholders such an amendment or supplementShares, in each case as and to the extent required by applicable Law. Parent shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto, including by providing such information as the Company may reasonably request for inclusion in the Proxy Statementfederal securities Laws.

Preparation of Proxy Statement. The Company, in consultation with Parent, shall prepare and file a proxy statement (together with any amendments or supplements thereto, and any other filings under the Exchange Act required in connection with the Merger, the “Proxy Statement“a) with the SEC as soon As promptly as reasonably practicable following the date Agreement Date, the Company will prepare and file with the SEC the preliminary form of this Agreementthe Proxy Statement. The Company shall use its reasonable best efforts to have cause the Proxy Statement cleared by to comply as to form and substance in all material respects with the SEC as promptly as practicable after filingrequirements of applicable Law. The Company shall notify Parent promptly of the receipt of any written or oral comments from the SEC or its staff Parties and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the will reasonably cooperate with one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. The Company shall consult with Parent and prepare written responses with respect to such written comments. No amendment or supplement to the Proxy Statement shall be made, and no correspondence filed another in connection with the SEC with respect thereto, by the Company without the consent of Parent. The Company will advise Parent promptly after it receives notice that the Proxy Statement has been cleared by the SEC or any request by the SEC for amendment preparation of the Proxy Statement. To The Parent Parties will furnish all information concerning the extent permitted by LawParent Parties, SJL and their Affiliates as is required to be included in the Proxy Statement. The Company shall will use reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s stockholders shareholders of the Company as promptly as reasonably practicable after the Proxy Statement has been is cleared by the SEC. If at Subject to Section 5.2, the Proxy Statement will contain the Company Recommendation. (b) Each of the Parent and the Company will as promptly as reasonably practicable notify the other of (i) the receipt of any time comments from the SEC and all other written correspondence and oral communications with the SEC relating to the Proxy Statement, and (ii) any request by the SEC for any amendment or supplement to the Proxy Statement or for additional information with respect thereto. (c) The Parent Parties and the Company will each use reasonable best efforts to efforts to respond as promptly as reasonably practicable to any (written or oral) comments of the SEC with respect to the Proxy Statement. Except with respect to any disclosure or communication that relates to a Takeover Proposal or a Change in Recommendation, the Company will provide Parent a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto or any substantive response to comments received from the SEC in respect thereof (including the proposed final version of such document or response), in each case, prior to the mailing or submission thereof, and will give reasonable and good faith consideration to any comments thereon made by Parent or its counsel. (d) Until the Shareholder Approval is obtained, if any information relating to the Company, a Parent Party, SJL or any of their respective Affiliates, directors or officers, is discovered by the Company Stockholder Meeting there shall occur any event (including discovery of any fact, circumstance or event by any party hereto) a Parent Party that should be set forth in an amendment or supplement to the Proxy StatementStatement so that the Proxy Statement 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 which Party that discovers such information shall will promptly notify the other parties hereto and the Parties. The Company shall will promptly prepare and mail to its stockholders such file with the SEC an appropriate amendment or supplementsupplement describing such information and, in each case to the extent required by applicable Law. Parent shall cooperate with federal securities Laws, disseminate such amendment to the Company in the preparation holders of Shares as of the Proxy Statement or any amendment or supplement thereto, including by providing such information as record date established for the Company may reasonably request for inclusion in the Proxy StatementShareholders Meeting.

Preparation of Proxy Statement. The Schedule 13E-3; Stockholders Meeting. (a) Each of the Company, in consultation with Parent, Purchaser and Parent shall prepare and file a proxy statement (together with any amendments or supplements thereto, and any other filings under the Exchange Act required in connection with the Merger, the “Proxy Statement“) with the SEC as soon as reasonably practicable following the date hereof prepare and file with the SEC the Schedule 13E-3 and the Company shall as soon as practicable following the date hereof prepare and file with the SEC the Proxy Statement in preliminary form, and each of this Agreement. The the Company and Purchaser shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC respond as promptly as practicable after filingto any comments of the SEC with respect thereto. The Company Each of the Company, Purchaser and Parent shall notify Parent the others promptly of the receipt of any written or oral comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Schedule 13E-3 and the Proxy Statement or for additional information and will shall supply Parent the others with copies of all correspondence between the Company it or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. The Company shall consult with Parent Schedule 13E-3 and prepare written responses with respect to such written comments. No amendment or supplement to the Proxy Statement shall be made, and no correspondence filed with the SEC with respect thereto, by the Company without the consent of Parent. The Company will advise Parent promptly after it receives notice that the Proxy Statement has been cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. To the extent permitted by Law, the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement has been cleared by the SECapplicable. If at any time prior to receipt of the Company Stockholder Meeting Requisite Vote there shall occur any event (including discovery of any fact, circumstance or event by any party hereto) that should be set forth in an amendment or supplement to the Proxy Statement, the party which discovers such information shall promptly notify the other parties hereto and the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, in each case to the extent required by applicable Law. Parent shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto, including to which Purchaser reasonably objects. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC. (b) The Company shall as soon as practicable following the date hereof, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of seeking the approval by providing such information as the holders of Common Stock of this Agreement and the Merger. The Proxy Statement shall include a description of the recommendations referred to in Section 3.03(b), and neither the Company Board nor any committee thereof shall withdraw or modify, or propose to withdraw or modify such recommendations or related approval; provided, however, that the Company Board may reasonably request for inclusion determine to withdraw or modify such recommendations if the Company Board determines in good faith, after consulting with outside legal counsel and the Proxy StatementFinancial Advisor, that such withdrawal or modification necessary to do so to act in a manner consistent with its fiduciary duties to the Company's stockholders under applicable law. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by the withdrawal or modification by either the Company Board or the Evaluation Committee of its approval or recommendation of this Agreement or the Merger. (c) Purchaser and Parent shall cause all shares of Common Stock owned by it and all of its affiliates (other than the Company and the Company Subsidiaries) to be voted in favor of the approval of this Agreement and the Merger. Parent shall cause all shares of Purchaser Common Stock owned by Parent and persons comprising the Parent Group (other than the Company and the Company Subsidiaries) to be voted in favor of the approval of this Agreement and the Merger.

Preparation of Proxy Statement. The Company, in consultation after providing Parent with Parenta reasonable opportunity to review and comment, shall prepare and file a preliminary proxy statement (together with any amendments or supplements thereto, and any other filings under the Exchange Act required to be used in connection with the Merger, Company Shareholder Meeting (the “Proxy Statement“”) with the SEC as soon as reasonably practicable following the date of this Agreement. The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after filing. The Company shall notify Parent promptly of the receipt of any written or oral 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 will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this AgreementStatement. The Company shall consult with Parent and prepare written responses responses, after providing Parent with a reasonable opportunity to review and comment, with respect to such written comments. No amendment or supplement to the Proxy Statement shall be made, and no correspondence filed with the SEC with respect thereto, by the Company without the consent of Parent. The Company will advise Parent promptly after it receives notice that the Proxy Statement has been cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. To the extent permitted by Law, the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders shareholders as promptly as practicable after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement has been cleared by the SECStatement. If at any time prior to the Company Stockholder Shareholder Meeting there shall occur any event (including discovery of any fact, circumstance or event by any party hereto) that should be set forth in an amendment or supplement to the Proxy Statement, the party which discovers such information shall promptly notify the other parties hereto and the Company shall promptly prepare and mail to its stockholders shareholders such an amendment or supplement, in each case to the extent required by applicable Law. Parent shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto, including by providing such information as the Company may reasonably request for inclusion in the Proxy Statement.