Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirements. The Company and Parent will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the Company shall promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SEC.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly Company is required under the DGCL in order to consummate the Merger, the Company shall, at Parent’s request, as soon as practicable following receipt of SEC comments thereonthe acceptance for payment of, if anyand payment for, or upon receipt of notification that shares by Purchaser in the SEC will not comment thereonOffer, the Company shall prepare and file with the SEC definitive a proxy materials or information statement (such proxy materials as amended or supplemented are referred to herein as the "“Proxy Statement"”) which comply in form accordance with the Exchange Act and any other applicable Laws, and will use its commercially reasonable efforts to respond to any comments of the SEC requirementsor its staff and to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staff. The Company and shall notify Parent will notify each other promptly of upon the receipt of any 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 any other filing or for additional information information, and will shall supply each other Parent with copies of all correspondence between such party the Company or any of its representatives, on the one hand, and the SEC, or its staff, or any other government officials on the other hand with respect to the Proxy Statement. The Company shall consult with Parent and its counsel prior to responding to any comments from the SEC or its staff or any other government officials, on the other hand, with respect . If at any time prior to the Proxy Statement or other filing. Whenever Company Stockholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of such occurrence prepare and cooperate in filing mail to its stockholders and file with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the The Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the not mail any Proxy Statement, or in any amendments amendment or supplements supplement thereto, and to cause its counsel and auditors the Company’s stockholders unless it has first obtained the consent of Parent to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to such mailing, which consent shall not be mailed to its stockholders at the earliest practicable time after clearance by the SECunreasonably withheld.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the The Company and Parent shall prepare as soon as practicable, and the Company shall file with the SEC within ten (if necessary)10) Business Days of the date hereof, preliminary a proxy materials relating statement (the “Proxy Statement”) in accordance with the Exchange Act and any other applicable Laws, and will use its commercially reasonable efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the approval of the Merger and the adoption of this Agreement by the Company’s stockholders of the Company. As as promptly as practicable following receipt after responding to all such comments to the satisfaction of SEC comments thereon, if any, or upon receipt the staff and clearance of notification that the SEC will not comment thereon, Proxy Statement by the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirementsSEC. The Company and shall notify Parent will notify each other promptly of upon the receipt of any 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 any other filing or for additional information information, and will shall supply each other Parent with copies of all correspondence between such party the Company or any of its representativesRepresentatives, on the one hand, and the SEC, or its staff staff, or any other government officials, on the other hand, with respect to the Proxy Statement Statement. The Company shall consult with Parent and its counsel prior to responding to any comments from the SEC or its staff or any other filinggovernment officials. Whenever If at any time prior to the Company Stockholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of such occurrence prepare and cooperate in filing mail to its stockholders and file with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the The Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the not mail any Proxy Statement, or in any amendments amendment or supplements supplement thereto, to the Company’s stockholders prior to consultation with Parent and to cause its counsel and auditors to cooperate with the other with the other's counsel and auditors consideration in the preparation good faith of the Proxy Statement. Each of the Company and Parent will respond to any comments submitted by Parent, which comments of the SEC Parent shall be accepted so long as they are reasonable and the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SECnot in violation of applicable Law.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the The Company and Parent shall prepare as soon as practicable, and the Company shall file with the SEC within ten Business Days of the date of this Agreement, a proxy or information statement (if necessary)the “Proxy Statement”) in accordance with the Exchange Act and any other applicable Laws, preliminary proxy materials relating and will use its commercially reasonable efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staff. The Company shall not file the Proxy Statement with the SEC prior to obtaining Parent’s approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") , which comply in form with applicable SEC requirementsapproval shall not be unreasonably withheld. The Company and shall notify Parent will notify each other promptly of upon the receipt of any 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 any other filing or for additional information information, and will shall supply each other Parent with copies of all correspondence between such party the Company or any of its representativesRepresentatives, on the one hand, and the SEC, or its staff, or any other government officials on the other hand with respect to the Proxy Statement. The Company shall consult with Parent and its counsel prior to responding to any comments from the SEC or its staff or any other government officials, on the other hand, with respect . If at any time prior to the Proxy Statement or other filing. Whenever Company Stockholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of such occurrence prepare and cooperate in filing mail to its stockholders and file with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the The Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the not mail any Proxy Statement, or in any amendments amendment or supplements supplement thereto, and to cause its counsel and auditors the Company’s stockholders unless it has first obtained the consent of Parent to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to such mailing, which consent shall not be mailed to its stockholders at the earliest practicable time after clearance by the SECunreasonably withheld.

Preparation of Proxy Statement. (a) If the approval of this Agreement ------------------------------ by the stockholders of the Company is required by applicable law under the GBCC in order to consummate the Offer and Merger, the MergerCompany shall, at the request of Parent Parent's request, as soon as practicable following the acceptance for payment of, and payment for, shares by the Merger Sub in accordance with applicable lawthe Offer, the Company and Parent shall prepare and the Company shall file with the SEC a proxy or information statement (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form accordance with the Exchange Act and any other applicable laws, and will use its commercially reasonable efforts to respond to any comments of the SEC requirementsor its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staff. The Company and shall notify the Parent will notify each other promptly of upon the receipt of any 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 any other filing or for additional information information, and will shall supply each other the Parent with copies of all correspondence between such party the Company or any of its representatives, on the one hand, and the SEC, or its staff, or any other government officials on the other hand with respect to the Proxy Statement. The Company shall consult with the Parent and its counsel prior to responding to any comments from the SEC or its staff or any other government officials, on the other hand, with respect . If at any time prior to the Proxy Statement or other filing. Whenever Company Stockholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of such occurrence prepare and cooperate in filing mail to its stockholders and file with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If requiredThe Company shall not mail any Proxy Statement, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company andor any amendment or supplement thereto, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor unless it has first obtained the consent of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude Parent to such recommendation ifmailing, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and which consent shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)not be unreasonably withheld. (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SEC.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly Company is required under the GBCC in order to consummate the Merger, -45- 52 the Company shall, at the Parent's request, as soon as practicable following receipt of SEC comments thereonthe acceptance for payment of, if anyand payment for, or upon receipt of notification that shares by the SEC will not comment thereonMerger Sub in the Offer, the Company shall prepare and file with the SEC definitive a proxy materials or information statement (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form accordance with the Exchange Act and any other applicable laws, and will use its commercially reasonable efforts to respond to any comments of the SEC requirementsor its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staff. The Company and shall notify the Parent will notify each other promptly of upon the receipt of any 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 any other filing or for additional information information, and will shall supply each other the Parent with copies of all correspondence between such party the Company or any of its representatives, on the one hand, and the SEC, or its staff, or any other government officials on the other hand with respect to the Proxy Statement. The Company shall consult with the Parent and its counsel prior to responding to any comments from the SEC or its staff or any other government officials, on the other hand, with respect . If at any time prior to the Proxy Statement or other filing. Whenever Company Stockholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of such occurrence prepare and cooperate in filing mail to its stockholders and file with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If requiredThe Company shall not mail any Proxy Statement, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company andor any amendment or supplement thereto, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor unless it has first obtained the consent of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude Parent to such recommendation ifmailing, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and which consent shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)not be unreasonably withheld. (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SEC.