Common use of Preparation of the Information Statement or Proxy Statement; Stockholder Meetings Clause in Contracts

Preparation of the Information Statement or Proxy Statement; Stockholder Meetings. (a) If the Company Stockholder Approval is required by applicable Law, the Company shall, as promptly as reasonably practicable after the Acceptance Time, in accordance with applicable Laws, the Company Certificate and the Company Bylaws, (i)(A) if Parent notifies the Company that Parent and Merger Sub shall effect the Company Stockholder Approval by executing and delivering to the Company an action by written consent representing a majority of the outstanding shares of Company Common Stock (the “Parent Stockholder Consent”), prepare and file with the SEC an information statement relating to such Parent Stockholder Consent (such information statement, and any amendments or supplements thereto, the “Information Statement”) or (B) otherwise, prepare and file with the SEC proxy materials that shall constitute the proxy statement relating to the matters to be submitted to the stockholders of the Company at the Company Stockholders Meeting (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”) and (ii) in each such case, use its reasonable best efforts to cause the Information Statement or the Proxy Statement, as applicable, to be mailed to its stockholders. If Parent elects to effect the Company Stockholder Approval by executing an action by written consent, Parent and its Subsidiaries (including Merger Sub) shall promptly execute and deliver to the Company the Parent Stockholder Consent with respect to all of the shares of Company Common Stock then owned of record by each of them or with respect to which any of them have, directly or indirectly, sole voting power. Each of the Company and Parent will cooperate with each other and respond promptly to any comments from the SEC or the staff of the SEC on the Information Statement or the Proxy Statement, as applicable. No filing of, or amendment or supplement to, the Information Statement or the Proxy Statement, as applicable, will be made by the Company, without providing Parent and its counsel a reasonable opportunity to review and comment thereon and giving due consideration to such comments. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or a supplement to the Information Statement or the Proxy Statement, as applicable, so that such document 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 promptly notify the other parties hereto, and the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by Law, shall disseminate such amendment or supplement to the stockholders of the Company. The parties shall notify each other promptly of the receipt of any comments, whether written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Information Statement or the Proxy Statement, as applicable, or for additional information and shall supply each other with copies of all correspondence (including a written summary of any oral communications) between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Information Statement or the Proxy Statement, as applicable.

Preparation of the Information Statement or Proxy Statement; Stockholder Meetings. (a) If the Company Stockholder Approval is required by applicable Law, the Company shall, as promptly as reasonably practicable after the Acceptance Time, in accordance with applicable Laws, the Company Certificate and the Company Bylaws, (i)(A) if Parent notifies the Company that Parent and Merger Sub shall effect the Company Stockholder Approval by executing and delivering to the Company an action by written consent representing a majority of the outstanding shares of Company Common Stock (the “Parent Stockholder ConsentConsent ”), prepare and file with the SEC an information statement relating to such Parent Stockholder Consent (such information statement, and any amendments or supplements thereto, the ““ Information Statement”) or (B) otherwise, prepare and file with the SEC proxy materials that shall constitute the proxy statement relating to the matters to be submitted to the stockholders of the Company at the Company Stockholders Meeting (such proxy statement, and any amendments or supplements thereto, the ““ Proxy Statement”) and (ii) in each such case, use its reasonable best efforts to cause the Information Statement or the Proxy Statement, as applicable, to be mailed to its stockholders. If Parent elects to effect the Company Stockholder Approval by executing an action by written consent, Parent and its Subsidiaries (including Merger Sub) shall promptly execute and deliver to the Company the Parent Stockholder Consent with respect to all of the shares of Company Common Stock then owned of record by each of them or with respect to which any of them have, directly or indirectly, sole voting power. Each of the Company and Parent will cooperate with each other and respond promptly to any comments from the SEC or the staff of the SEC on the Information Statement or the Proxy Statement, as applicable. No filing of, or amendment or supplement to, the Information Statement or the Proxy Statement, as applicable, will be made by the Company, without providing Parent and its counsel a reasonable opportunity to review and comment thereon and giving due consideration to such comments. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or a supplement to the Information Statement or the Proxy Statement, as applicable, so that such document 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 promptly notify the other parties hereto, and the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by Law, shall disseminate such amendment or supplement to the stockholders of the Company. The parties shall notify each other promptly of the receipt of any comments, whether written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Information Statement or the Proxy Statement, as applicable, or for additional information and shall supply each other with copies of all correspondence (including a written summary of any oral communications) between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Information Statement or the Proxy Statement, as applicable.

Preparation of the Information Statement or Proxy Statement; Stockholder Meetings. (a) If the Company Stockholder Approval is required by applicable Law, the Company shall, as promptly as reasonably practicable after the Acceptance Time, in accordance with applicable Laws, the Company Certificate and the Company Bylaws, (i)(A) if Parent notifies the Company that Parent and Merger Sub shall effect the Company Stockholder Approval by executing and delivering to the Company an action by written consent representing a majority of the outstanding shares of Company Common Stock (the ““ Parent Stockholder ConsentConsent ”), prepare and file with the SEC an information statement relating to such Parent Stockholder Consent (such information statement, and any amendments or supplements thereto, the ““ Information StatementStatement ”) or (B) otherwise, prepare and file with the SEC proxy materials that shall constitute the proxy statement relating to the matters to be submitted to the stockholders of the Company at the Company Stockholders Meeting (such proxy statement, and any amendments or supplements thereto, the ““ Proxy Statement”) and (ii) in each such case, use its reasonable best efforts to cause the Information Statement or the Proxy Statement, as applicable, to be mailed to its stockholders. If Parent elects to effect the Company Stockholder Approval by executing an action by written consent, Parent and its Subsidiaries (including Merger Sub) shall promptly execute and deliver to the Company the Parent Stockholder Consent with respect to all of the shares of Company Common Stock then owned of record by each of them or with respect to which any of them have, directly or indirectly, sole voting power. Each of the Company and Parent will cooperate with each other and respond promptly to any comments from the SEC or the staff of the SEC on the Information Statement or the Proxy Statement, as applicable. No filing of, or amendment or supplement to, the Information Statement or the Proxy Statement, as applicable, will be made by the Company, without providing Parent and its counsel a reasonable opportunity to review and comment thereon and giving due consideration to such comments. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or a supplement to the Information Statement or the Proxy Statement, as applicable, so that such document 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 promptly notify the other parties hereto, and the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by Law, shall disseminate such amendment or supplement to the stockholders of the Company. The parties shall notify each other promptly of the receipt of any comments, whether written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Information Statement or the Proxy Statement, as applicable, or for additional information and shall supply each other with copies of all correspondence (including a written summary of any oral communications) between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Information Statement or the Proxy Statement, as applicable.