Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. The Company shall prepare and file with the SEC the Proxy Statement as soon as reasonably practicable after the date hereof, and shall use commercially 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 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. Parent, Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify 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 provide to 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 Parent and its counsel the opportunity to review and comment on 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. Each of the Company, Parent and Sub agrees to use 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 Company Common Stock entitled to vote at the Company Stockholders’ Meeting at the earliest practicable time.

Preparation of Proxy Statement. The If required by Parent, the Company shall prepare and file with the SEC the Proxy Statement as soon as reasonably practicable after the date hereofthereafter, and shall use commercially 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 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. Parent, Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify 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 provide to 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 Parent and its counsel the opportunity to review and comment on 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. Each of the Company, Parent and Sub agrees to use commercially 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 Company Stockholders’ ' Meeting at the earliest practicable time.

Preparation of Proxy Statement. The (a) As soon as practicable after the execution of this Agreement, Company shall prepare and file cause to be filed with the 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 as soon as reasonably practicable after related thereto to comply in all material respects with applicable law and the date hereof, rules and shall use commercially reasonable efforts to have the Proxy Statement cleared regulations promulgated by the SEC. If at any time prior SEC and to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement respond promptly to the Proxy Statement, the Company shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Parent, Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify 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, its staff and shall provide to 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 Parent and its counsel the opportunity to review and comment on 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. Each of the Company, Parent and Sub agrees to use commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and best efforts to cause the Proxy Statement to be mailed to Company’s shareholders as promptly as practicable. Each party shall promptly furnish to the holders 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 Common Stock entitled in favor of Shareholder Approval. Parent and its advisors shall have a reasonable opportunity to vote at review and comment on the Company Stockholders’ Meeting at proxy materials prior to any filing with the earliest practicable timeSEC.

Preparation of Proxy Statement. The Company Xtrana shall prepare and file with the SEC promptly after receiving the AIC Audited Financial Statement, the Proxy Statement with such assistance from AIC as soon as reasonably practicable after the date hereof, and shall use commercially reasonable efforts to have the Proxy Statement cleared by the SECmay be required. If at any time prior to the Effective Time of the Merger any event shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company Xtrana shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Parent, Sub Xtrana and the Company AIC shall cooperate with each other in the preparation of the Proxy Statement, and the Company Xtrana shall notify Parent 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 provide to Parent AIC promptly copies of all correspondence between the Company Xtrana or any Representative representative of the Company Xtrana and the SEC with respect to the Proxy Statement. The Company Xtrana shall give Parent AIC and its counsel the reasonable opportunity to review and comment on 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. Each of the Company, Parent Xtrana and Sub AIC agrees to use 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 Company Xtrana Common Stock entitled to vote at the Company Xtrana Stockholders’ ' Meeting at the earliest practicable time.