Common use of Preparation of the Proxy Statement; Stockholders Meeting Clause in Contracts

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable following the date of this Agreement, the Company shall prepare and file with the SEC the preliminary proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each of the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent 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 with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable reasonably practicable, and in any event within 30 Business Days following the date of this Agreement, the Company shall will prepare and file cause to be filed with the SEC the a preliminary proxy statement and (together with any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (thereto, the “Proxy Statement”)) to be sent to holders of shares of Company Common Stock (the “Company Stockholders”) relating to the meeting of Company Stockholders (the “Company Stockholder Meeting”) to be held for the purpose of considering and taking action on the adoption of this Agreement. The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each of the Company and Parent, as promptly as practicable, shall Acquirer Parties will furnish all information concerning such party the Acquirer Parties and their Affiliates to the Company, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall will promptly notify Parent 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 Statement, and shall will provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staffSEC, on the other hand. If at The Company will use its reasonable best efforts to resolve as promptly as reasonably practicable any time prior to comments from the Company Stockholder Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement SEC with respect to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall will (i) provide Parent with a reasonable opportunity to review and comment on the Proxy Statement or response (including the proposed final version of the Proxy Statement or response), (ii) consider in good faith all comments reasonably proposed by Parent, and (iii) except in connection with any Company Adverse Recommendation Change, not file or mail such document or responserespond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly soon as practicable (and, in any event, within twenty (20) Business Days) following the date of this Agreement, the Company shall prepare and file with the SEC the preliminary a proxy statement on Schedule 14A under the Exchange Act related to the matters to be submitted to the Company stockholders (including holders of SDRs in accordance with the rules and regulations of Nasdaq Stockholm) at the Company Stockholders Meeting (including any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (thereto, the “Proxy Statement”)) in preliminary form. The Company Each of the Acquiring Parties shall file cooperate with the SEC Company in the definitive preparation of the Proxy Statement Statement, and shall cause furnish all information concerning it, Merger Sub, and any of their respective Affiliates that is reasonably necessary or appropriate in connection with the mailing preparation of the definitive Proxy Statement to Statement, and provide such other assistance, in each case, as may be reasonably requested in the stockholders connection with the preparation, filing and distribution of the Company at the earliest practicable dateProxy Statement. The Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to have the Proxy Statement. Each of Statement cleared by the Company and Parent, SEC as promptly as practicable, shall furnish all information concerning such party to practicable after the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statementpreliminary filing. The Company shall notify each of the Acquiring Parties promptly notify Parent upon of the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information, and shall provide Parent supply each of the Acquiring Parties with copies of all correspondence between it and the Company or any of its representativesRepresentatives, on the one hand, and the SEC and or its staff, on the other hand. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement with respect to the Proxy Statement, so that Statement or the Merger. The Company shall give each of the Acquiring Parties the opportunity to participate in any discussions or meetings such party has with the SEC in connection with the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the CompanyMerger. Notwithstanding the foregoing, prior to before filing the Proxy Statement (or any amendment or supplement thereto) or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent with each of the Acquiring Parties a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall consider in good faith such document or response all comments reasonably proposed by each of the Acquiring Parties and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the Acquiring Parties (such approval not to be unreasonably withheld, conditioned or delayed).

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly soon as practicable following the date of this Agreement (but in any event within fifteen (15) calendar days after the date of this Agreement), (i) the Company shall prepare and file with the SEC the preliminary proxy statement and any amendments or supplements thereto relating Proxy Statement, (ii) Parent shall promptly provide to the Company Stockholder Meeting to any information required for inclusion in the Proxy Statement and shall promptly provide such other information or assistance in the preparation thereof as may be held in connection reasonably requested by the Company, and (iii) the Company shall file the Proxy Statement with the Merger (the “Proxy Statement”)SEC. The Company shall file with thereafter (A) respond to any comments on the Proxy Statement or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests and (B) cause the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to be mailed to the stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable after the Proxy Statement is cleared by the SEC (the “SEC Clearance Date”); provided, that if the SEC has failed to any comments affirmatively notify the Company within ten (10) calendar days after the filing of the Proxy Statement with the SEC with respect to that it will not review the Proxy Statement. Each of , then the Company and Parentshall use its commercially reasonable efforts to obtain confirmation from the SEC that it will not comment on, as promptly as practicableor that it has no additional comments on, shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. Statement and the date on which the Company receives such confirmation shall be the “SEC Clearance Date.” The Company shall promptly (but in any event within two (2) Business Days) notify Parent upon the receipt of any such comments from the SEC or its staff requests or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it the Company and its representatives, on the one hand, and the SEC and its staff, on the other hand. If at any time prior to In the event that the Company Stockholder Meeting, receives any information relating to comments from the Company, Parent SEC or its staff or any of their respective affiliates, officers request from the SEC or directors, should be discovered by the Company its staff for amendments or Parent which should be set forth in an amendment or supplement supplements to the Proxy Statement, so that Parent shall promptly provide to the Proxy Statement shall not contain Company, upon receipt of notice from the Company, any untrue statement of a material fact or omit to state any material fact information required to be stated therein or necessary for inclusion in order to make the statements therein, in light response of the circumstances under which they are made, not misleading, the party which discovers Company to such information comments or such request and shall promptly notify provide such other information or assistance in the other parties hereto and an appropriate amendment or supplement describing such information shall preparation thereof as may be filed with the SEC and, to the extent required reasonably requested by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall (x) provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings and (y) reasonably consider all comments proposed by Parent for inclusion in such document drafts, correspondence and filings. If at any time prior to the Effective Time any fact or responseinformation relating to the Company shall be discovered by the Company which should be set forth in an amendment of or a supplement to the Proxy Statement, 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 Company shall, in accordance with the procedures set forth in this Section 5.1(a), prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be distributed to the stockholders of the Company.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following after the date execution of this Agreement, the Company shall prepare the Proxy Statement in preliminary form and file it with the SEC SEC. Subject to Section 5.02, the preliminary proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing Board of the definitive Proxy Statement to the stockholders Directors of the Company at shall make the earliest practicable date. The Company Board Recommendation to the Company’s stockholders and shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to include such recommendation in the Proxy Statement. Each of Parent shall provide to the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other Parent and Merger Sub and their respective Affiliates as may be reasonably requested by the Company in connection with the preparation, filing Proxy Statement and distribution shall otherwise assist and cooperate with the Company in the preparation of the Proxy StatementStatement and the resolution of any comments thereto received from the SEC. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. The Company shall promptly notify Parent promptly upon the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide supply Parent with copies of all written correspondence between it and the Company or any of its representativesRepresentatives, on the one hand, and the SEC and its staffSEC, on the other hand. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement with respect to the Proxy Statement, so that . The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC, and shall not contain any untrue statement of a material fact or omit use its reasonable best efforts to state any material fact required cause the Proxy Statement to be stated therein or necessary in order disseminated to make its stockholders as promptly as reasonably practicable after the statements therein, in light resolution of the circumstances under which they are made, not misleading, the party which discovers any such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, comments. Prior to the extent required by applicable Law, disseminated to the stockholders filing of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the stockholders of the Company, or responding to any comments of from the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment to propose comments on such document or response, which the Company shall consider in good faith.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As Provided there shall not have been a Company Adverse Recommendation Change permitted by Section 6.3 hereof or a valid termination of this Agreement pursuant to Section 8.1, as promptly as reasonably practicable following after the date commencement of this Agreementthe Offer: (i) the Company shall promptly prepare the Proxy Statement, (ii) Parent shall promptly provide to the Company any information required for inclusion in the Proxy Statement and shall promptly provide such other information or assistance in the preparation thereof as may be reasonably requested by the Company and (iii) if the Company Stockholder Approval is required by applicable Law in order consummate the Merger, as promptly as reasonably practicable after the Offer Closing, Offer Expiration Date or Offer Termination, as applicable, the Company shall prepare promptly (and in any event within two (2) Business Days) file the Proxy Statement with the SEC. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement before it is filed with the SEC the preliminary proxy statement and any amendments or supplements thereto relating disseminated to holders of Shares, and the Company Stockholder Meeting shall give reasonable and good faith consideration to be held in connection with the Merger (the “Proxy Statement”)all additions, deletions or changes suggested thereto by Parent and its counsel. The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each Statement and to cause the Proxy Statement to be mailed to the stockholders of the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to reasonably practicable after the other as may be reasonably requested in connection with the preparation, filing and distribution of date the Proxy StatementStatement is cleared by the SEC (such date, the “Proxy Clearance Date”). The Company shall promptly notify Parent 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 promptly provide Parent with copies of all correspondence between it the Company and its representatives, on the one hand, and the SEC and its staff, on the other hand. If at any time prior to In the event that the Company Stockholder Meeting, receives any information relating to comments from the Company, Parent SEC or its staff or any of their respective affiliates, officers request from the SEC or directors, should be discovered by the Company its staff for amendments or Parent which should be set forth in an amendment or supplement supplements to the Proxy Statement, so that Parent shall promptly provide to the Proxy Statement shall not contain Company, upon receipt of notice from the Company, any untrue statement of a material fact or omit to state any material fact information required to be stated therein or necessary for inclusion in order to make the statements therein, in light response of the circumstances under which they are made, not misleading, the party which discovers Company to such information comments or such request and shall promptly notify provide such other information or assistance in the other parties hereto and an appropriate amendment or supplement describing such information shall preparation thereof as may be filed with the SEC and, to the extent required reasonably requested by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, The Company agrees to reasonably consult with Parent and its counsel prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any such comments of the SEC with respect thereto, the Company shall and to provide Parent with a reasonable opportunity to review and comment on copies of all such document written responses (or responseif oral responses, summaries thereof).

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable following the date of this Agreement, the Company shall prepare and and, no later than the twenty-fifth calendar day (or, if such calendar day is not a business day, on the first business day subsequent to such calendar day) immediately following the date of this Agreement, file with the SEC the preliminary proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each of the Company and Parent, as promptly as practicable, Parent shall furnish all information concerning such party person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent 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 with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staffSEC, on the other hand. If Each of the Company and Parent shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) if the Board of Directors of the Company shall not have made an Adverse Recommendation Change, shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Company Stockholder Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable Promptly following the date of this Agreementhereof (but in any event, no more than twenty (20) Business Days following the date hereof), Company shall prepare and file with the SEC the preliminary proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and Statement. Company shall cause the mailing promptly notify Purchaser of the definitive Proxy Statement to the stockholders receipt of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall promptly provide to Purchaser copies of all correspondence between Company or any Representative of Company and the SEC with respect to the Proxy Statement. Company shall (i) give Purchaser 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 (ii) take into good faith consideration all comments reasonably proposed by Purchaser and (iii) not file such document with the SEC prior to providing Purchaser and its counsel a reasonable opportunity to review and comment thereon. Each of the Company and ParentPurchaser shall use its reasonable best efforts after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC. Company will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable, reasonably practicable after its filing and thereafter cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable (but no more than twenty (20) Business Days) after the Proxy Statement has been declared effective by the SEC. Each of Company and Purchaser shall furnish all information concerning such party itself and its Subsidiaries to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Purchaser agrees that it shall cooperate with and assist Company, including providing Company shall upon request (as promptly notify Parent upon as reasonably practicable) with the receipt of any comments from the SEC or information concerning Purchaser and its staff or any request from the SEC or its staff for amendments or supplements Affiliates, directors and officers required to be included in the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other handStatement. If at any time prior to the Company Stockholder Stockholders Meeting, any information relating to the Company, Parent Company or Purchaser or any of their respective affiliatesAffiliates, officers or directors, directors should be discovered by the Company or Parent which Purchaser that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC andSEC, and to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding Company shall have responsibility for the foregoingcosts and expenses incurred in connection with the preparation, prior to mailing and filing or mailing of the Proxy Statement (or any amendment or supplement thereto) or responding to any comments and the solicitation of the SEC with respect thereto, approval of the Company shall provide Parent with a reasonable opportunity to review and comment on such document or responsestockholders of the Company.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following after the date of this Agreementhereof, (i) the Company shall prepare the Proxy Statement; and file with the SEC the preliminary proxy statement (ii) Parent and any amendments or supplements thereto relating Merger Sub shall furnish to the Company Stockholder Meeting all information concerning themselves and their Affiliates that is reasonably requested or required to be held included in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause promptly provide such other assistance in the mailing preparation of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each of the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other as may be reasonably requested by the Company from time to time; and (iii) subject to the receipt from Parent and Merger Sub of the information described in connection clause (ii) above, the Company shall file the Proxy Statement with the preparationSEC. Except to the extent prohibited by Law, filing and distribution of the Proxy Statement. The Company shall (i) promptly notify Parent upon the receipt of any comments from the SEC or its the staff of the SEC or any request from the SEC or its the staff of the SEC for amendments or supplements supplements, in each case with respect to the Proxy Statement Statement, and shall (ii) provide Parent and Merger Sub promptly with copies of all correspondence between it the Company and its representativesRepresentatives, on the one hand, and the SEC and its staffor the staff of the SEC, on the other hand. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement with respect to the Proxy Statement. The Company shall use reasonable best efforts (with the assistance of, so that and after consultation with, Parent as provided by this Section 5.2(a)) to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the CompanyStatement. Notwithstanding the foregoing, prior Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall consult with Parent and provide Parent with a reasonable opportunity to review and comment to propose comments, and shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, on such document or response, except, in each case, (x) to the extent prohibited by Law or (y) for any amendment or supplement to the Proxy Statement in connection with a Change of Recommendation made in accordance with Section 5.5(c) (Change of Recommendation).

Preparation of the Proxy Statement; Stockholders Meeting. (a) As Subject to Parent’s compliance with its obligations contained in the next sentence, as promptly as practicable following the date of this Agreement, the Company shall prepare and and, no later than the 15th calendar day (or, if such calendar day is not a business day, on the first business day subsequent to such calendar day) immediately following the date of this Agreement, file with the SEC the preliminary proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each of the Company and Parent, as promptly as practicable, Parent shall furnish all information concerning such party Parent and Sub to the other Company as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy StatementStatement and shall otherwise reasonably cooperate with the Company in the preparation of the Proxy Statement and the resolution of any SEC comments related thereto. The Company shall promptly notify Parent as promptly as practicable 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 or for additional information and shall provide Parent with (i) copies of all written correspondence or (ii) a summary of all oral communications, in each case between it and its representativesRepresentatives, on the one hand, and the SEC and its staffSEC, on the other hand, to Parent as promptly as practicable. If The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC with respect to the Proxy Statement and to cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders as promptly as reasonably practicable after, but in any event not more than one business day after, the Proxy Statement is cleared by the SEC for mailing to the Company’s stockholders. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto (including any oral response to comments), the Company (x) shall provide Parent and its counsel a reasonable opportunity to review and comment on such document or response (including any proposed oral response to comments), (y) shall include in such document or response all comments reasonably proposed by Parent and (z) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent or its counsel, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Company Stockholder Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, Statement so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC as promptly as practicable and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date of this AgreementAgreement (and in no event later than thirty (30) Business Days following the date hereof), the Company shall (i) prepare and file with the SEC a proxy statement (including the preliminary letter to stockholders, notice of meeting, proxy statement and form of proxy) for the Company Stockholders Meeting (the foregoing together with any schedules, amendments or supplements thereto relating to thereto, and all other soliciting materials filed with the Company Stockholder Meeting to be held SEC in connection with the Merger (Company Stockholders Meeting, the “Proxy Statement”)) in preliminary form as required by the Exchange Act and (ii) in consultation with Parent, set a record date for the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall file provide Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect to the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company and, with Parent’s cooperation, shall use reasonable best efforts to respond as promptly as reasonably practicable to any and resolve all comments of received from the SEC with respect to the Proxy Statement. Each of the Company and Parent, as promptly as practicable, shall furnish all information or its staff concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent 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 will cause the Proxy Statement and shall provide Parent with copies of all correspondence between to be mailed to the Company’s stockholders as promptly as reasonably practicable after the SEC confirms that it and its representatives, has no further comments on the one handProxy Statement. No filing of, or amendment or supplement to, or correspondence with the SEC with respect to, or mailing of, the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment thereon and the SEC Company shall consider for inclusion in such comments, additions, deletions or changes reasonably proposed by Parent. Each of Parent and its staffMerger Sub shall reasonably cooperate with the Company in connection with the preparation and filing of the Proxy Statement, on including promptly furnishing to the other handCompany in writing upon request any and all information relating to Parent and Merger Sub as may be required to be set forth in the Proxy Statement under applicable Law. If If, at any time prior to the Company Stockholder Stockholders Meeting, any information party or its Representatives become aware of any information, facts or circumstances relating to the Merger, the Company, Parent Parent, Merger Sub or any of their respective affiliatesAffiliates, directors or officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, Statement so that the Proxy Statement shall would not contain include any untrue statement misstatement 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 are were made, not misleading, the such party which discovers such information shall promptly notify the other parties hereto and so that the Company may file with the SEC an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated disseminate such amendment or supplement to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after the execution of this Agreement, the Company (with the assistance and cooperation of Parent as reasonably requested by the Company) shall prepare the Proxy Statement and file it with the SEC. The Company shall use its reasonable best efforts to make such filing no later than fifteen (15) business days following the date of this Agreement. Subject to Section 5.02, the Company Board shall prepare make the Company Board Recommendation to the holders of Company Shares and file shall include such recommendation in the Proxy Statement and shall use reasonable best efforts to secure the Company Stockholder Approval. The Company shall cause the Proxy Statement to comply in all material respects with the SEC applicable provisions of the preliminary proxy statement and any amendments or supplements thereto relating Exchange Act. Parent shall provide to the Company Stockholder Meeting all information concerning Parent and Merger Sub as may be reasonably requested by the Company in connection with the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and the resolution of any comments thereto received from the SEC. The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement or any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the meeting of stockholders of the Company to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each of the Company and ParentMerger, as promptly as practicable, shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent 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 with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If, at any time prior to receipt of the Company Stockholders Approval, any event occurs with respect to the Company, any of its Subsidiaries, Parent or Merger Sub, or any change occurs with respect to other information to be included in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the party which discovers such information Proxy Statement, the Company or Parent, as the case may be, shall promptly notify the other parties hereto party of such event and an appropriate the Company shall promptly file, with Parent’s cooperation, any necessary amendment or supplement describing such to the Proxy Statement. The Company shall notify Parent promptly in writing upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall be filed supply Parent with copies of all written correspondence between the Company or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. The Company shall (and Parent shall assist and cooperate with the Company to) promptly respond to any comments received from the SEC andconcerning the Proxy Statement and to resolve such comments with the SEC, and the Company shall use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable (and in any event within ten (10) business days) after the resolution of any such comments. To the extent required by applicable Law, disseminated the Company shall promptly file and disseminate to the Company stockholders any supplement or amendment to the Proxy Statement. Prior to the filing of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the holders of Company Shares, or responding to any comments of from the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment to propose comments on such document or response, which the Company shall consider in good faith.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and and, no later than the tenth calendar day (or, if such calendar day is not a business day, on the first business day subsequent to such calendar day) immediately following the date of this Agreement, file with the SEC the preliminary proxy statement and any amendments or supplements thereto relating Proxy Statement. Notwithstanding anything contained in this Agreement to the contrary, (x) if the Company Stockholder Meeting does not receive comments from the SEC with respect to be held in connection with the Merger (preliminary Proxy Statement and is not notified by the “Proxy Statement”). The SEC that it will receive comments, absent any Legal Restraint that has the effect of preventing such action, the Company shall file with the SEC the definitive Proxy Statement Statement, and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company, on or prior to the second business day after the tenth calendar day immediately following the date of filing of the preliminary Proxy Statement with the SEC, and (y) if the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any does receive comments of from the SEC with respect to the preliminary Proxy Statement, absent any Legal Restraint that has the effect of preventing such action, the Company shall file with the SEC the definitive Proxy Statement, and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company, on or prior to the second business day immediately following clearance by the SEC with respect to such comments. Each of the Company and Parent, as promptly as practicable, Parent shall furnish all information concerning such party person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent 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 with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staffSEC, on the other hand. If Each of the Company and Parent shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) if the Board of Directors of the Company shall not have made an Adverse Recommendation Change, shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the Company Stockholder Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliatesAffiliates, officers or directors, directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding If the foregoingCompany receives a Takeover Proposal or if an Intervening Event occurs, prior to filing or mailing the Proxy Statement ten calendar day periods referenced in this Section 5.01(a) and the two business day period referenced in clause (or any amendment or supplement theretoy) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or responsesecond sentence of this Section 5.01(a) will be extended by three calendar days.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable following the date of this Agreement, the Company shall prepare and file with the SEC the preliminary proxy statement Proxy Statement. Each of the Company and any amendments or supplements thereto relating Parent shall use its commercially reasonable efforts to cause the preliminary Proxy Statement to be cleared with the SEC as promptly as practicable after such filing. Notwithstanding anything contained in this Agreement to the Company Stockholder Meeting to be held in connection with contrary, absent any Legal Restraint that has the Merger (effect of preventing such action, the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement Statement, and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at Company, on or prior to the earliest practicable date. The Company shall use reasonable best efforts 10th calendar day (or, if such calendar day is not a business day, on the first business day subsequent to respond as promptly as practicable to any comments such calendar day) immediately following the date of filing of the SEC preliminary Proxy Statement with respect to the Proxy StatementSEC. Each of the Company and Parent, as promptly as practicable, Parent shall furnish all information concerning such party person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent 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 with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staffSEC, on the other hand. If Each of the Company and Parent shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the Company Stockholder Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which Party that discovers such information shall promptly notify the other parties hereto Parties, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following after the date execution of this Agreement, and subject to any injunction by a court of competent jurisdiction prohibiting filing of the Proxy Statement, the Company shall prepare the Proxy Statement in preliminary form and shall, no later than 20 business days after the date hereof, file it with the SEC the preliminary proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”)SEC. The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to comply as to form in all material respects with the stockholders applicable provisions of the Exchange Act. Unless the Company Board of Directors (or a duly authorized committee thereof) has effected an Adverse Recommendation Change in accordance with Section 5.02, the Board of Directors of the Company at shall make the earliest practicable date. The Company Board Recommendation to the Company’s stockholders and shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to include such recommendation in the Proxy Statement. Each of Parent shall provide to the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other Parent and Merger Sub and their respective Affiliates as may be reasonably requested by the Company in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent 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 otherwise reasonably assist and cooperate with copies the Company in the preparation of all correspondence between it and its representatives, on the one hand, Proxy Statement and the SEC and its staff, on resolution of any comments thereto received from the other handSEC. If at any time prior to the Company Stockholder Meeting, any information relating to Each of the Company, Parent or and Merger Sub shall correct any of their respective affiliates, officers or directors, should be discovered information provided by the Company or Parent which should be set forth it for use in an amendment or supplement to the Proxy Statement, so that the Proxy Statement as promptly as reasonably practicable if and to the extent such information shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Company shall notify Parent promptly upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement and shall supply Parent with copies of all written correspondence between the Company or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to stockholders of the Company as soon as reasonably practicable after (i) if the Company does not receive comments from the SEC with respect to the preliminary Proxy Statement and does not reasonably believe that it will receive comments, the party which discovers such information shall promptly notify eleventh calendar day immediately following the other parties hereto and an appropriate amendment or supplement describing such information shall be filed date of filing of the preliminary Proxy Statement with the SEC and, and (ii) if the Company does receive comments from the SEC with respect to the extent required preliminary Proxy Statement, clearance by applicable Lawthe SEC with respect to such comments (the date in clause (i) or (ii), disseminated as applicable, the “SEC Clearance Date”). Prior to the stockholders filing of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the stockholders of the Company, or responding to any comments of from the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment to propose comments on such document or response, which the Company shall consider in good faith.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following after the date of this Agreementhereof, (i) the Company shall prepare the Proxy Statement; (ii) Parent and file with the SEC the preliminary proxy statement and any amendments or supplements thereto relating Acquisition Sub shall furnish to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each of the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other as themselves and their Affiliates that may be reasonably requested in connection with the preparation, preparation and filing and distribution of the Proxy StatementStatement and shall promptly provide such other assistance in the preparation and filing of the Proxy Statement as may be reasonably requested by the Company from time to time; and (iii) subject to the receipt from Parent and Acquisition Sub of the information described in clause (ii) above, the Company shall file the Proxy Statement with the SEC no later than 30 days following the date of this Agreement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its the staff of the SEC or any request from the SEC or its the staff of the SEC for amendments or supplements to the Proxy Statement and shall provide Parent and Acquisition Sub promptly with copies of all correspondence between it the Company and its representativesRepresentatives, on the one hand, and the SEC and its staffor the staff of the SEC, on the other hand. If at any time prior to The Company shall use reasonable best efforts (with the Company Stockholder Meetingassistance of, any information relating to the Companyand after consultation with, Parent as provided by this Section 6.2(a)) to respond as promptly as reasonably practicable to any comments of the SEC or any the staff of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement SEC with respect to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment to propose comments on such document or response, and the Company will consider in good faith the comments of Parent in connection with any such filing or response, except, in each case, for any amendment or supplement to the Proxy Statement in connection with an Adverse Recommendation Change or a Superior Proposal, or to the extent prohibited by Law. None of the Company or its Representatives will agree to participate in any material or substantive meeting or conference (including by telephone) with the SEC, or any member of the staff thereof, in respect of the Proxy Statement unless it consults with the Parent in advance (to the extent practicable) and, to the extent permitted by the SEC, allows the Parent to participate.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file cause to be filed with the SEC the Proxy Statement in preliminary proxy statement form (it being understood and any amendments agreed that if Company elects either a BTC Sale Transaction or supplements thereto relating a BTC Spinoff pursuant to Section 2.8, then the Proxy Statement shall also seek the approval of an Alternative Transaction by Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”stockholders). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of use its commercially reasonable efforts to mail or deliver the definitive Proxy Statement to the its stockholders of entitled to vote at the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond Stockholder Meeting as promptly as reasonably practicable to any comments following the later of (x) clearance of the SEC with respect Proxy Statement from the SEC, and (y) if Company elects a BTC Spinoff pursuant to the Proxy Statement. Each Section 2.8, clearance of the Company and Parent, as promptly as practicable, Form 10 from the SEC. Parent shall furnish all information concerning itself, its Affiliates and the holders of its capital stock to Company and provide such party to the other assistance, in each case, as may be reasonably requested by Company in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent 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 Statement, and shall shall, as promptly as practicable after receipt thereof, provide Parent with copies of all correspondence between it and its representativesRepresentatives, on the one hand, and the SEC and its staffSEC, on the other hand. If at any time prior , and all written comments with respect to the Company Stockholder Meeting, Proxy Statement received from the SEC and advise Parent of any information relating oral comments with respect to the Company, Parent or Proxy Statement received from the SEC. Company shall use its commercially reasonable efforts to respond as promptly as practicable to any of their respective affiliates, officers or directors, should be discovered by comments from the Company or Parent which should be set forth in an amendment or supplement SEC with respect to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response).

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly soon as practicable following the date of this Agreement, the Company shall prepare and, no later than July 30, 2015 or such other later date as mutually agreed upon by the Company and Parent in writing, file with the SEC the preliminary a proxy statement and any amendments or supplements thereto in preliminary form relating to the Company Stockholder Stockholders Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall will cause the mailing of the definitive Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and shall use its reasonable best efforts to cause the Proxy Statement to be mailed to stockholders of the Company at as soon as reasonably practicable (and in any event within five (5) Business Days) after (i) if the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any does not receive comments of from the SEC with respect to the preliminary Proxy Statement and does not reasonably believe that it will receive comments, the eleventh (11th) calendar day immediately following the date of filing of the preliminary Proxy Statement with the SEC and (ii) if the Company does receive comments from the SEC with respect to the preliminary Proxy Statement, clearance by the SEC with respect to such comments (clause (i) or (ii), as applicable, “SEC Clearance”). Each of Parent and Merger Sub shall cooperate with the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution preparation of the Proxy Statement, including providing to the Company any and all information regarding Parent and Merger Sub and their respective Affiliates as may be required to be disclosed therein as promptly as possible after the date hereof. The Company Parties shall notify each other promptly notify Parent upon of the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall provide Parent supply each other with copies of all correspondence between it and such or any of its representatives, on the one hand, and the SEC and or its staff, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the Company Stockholder Meeting, any information relating to does receive comments from the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement SEC with respect to the Proxy Statement, so that the Proxy Statement Company shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed use its reasonable best efforts (with the SEC and, reasonable assistance of Parent) to the extent required by applicable Law, disseminated promptly provide responses to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, to any comments received on the Company shall provide Parent with a reasonable opportunity Proxy Statement from the SEC and to review and comment on such document or responsehave the Proxy Statement cleared by the SEC as soon as reasonably practicable after the date of this Agreement.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable following the date of this Agreementhereof and in any event within eight (8) Business Days after the date hereof, the Company shall prepare and file with the SEC the a preliminary proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each of the Company and Parent, as promptly as practicable, Parent shall furnish all information concerning such party Person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff any other government official for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representativesRepresentatives, on the one hand, and the SEC and its staffor any other government official, on the other hand, with respect to the Proxy Statement. If Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to cause the Proxy Statement to be cleared by the SEC as promptly as possible. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by Parent. If, at any time prior to the Company Stockholder Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliatesAffiliates, officers or directors, directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly soon as practicable following the date of this Agreement, the Company shall prepare and, no later than twenty (20) days after the date hereof or such other later date as mutually agreed upon by the Company and Parent in writing, file with the SEC the preliminary a proxy statement and any amendments or supplements thereto in preliminary form relating to the Company Stockholder Stockholders Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall will cause the mailing of the definitive Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and shall use its reasonable best efforts to cause the Proxy Statement to be mailed to stockholders of the Company at as soon as reasonably practicable (and in any event within five (5) Business Days) after (i) if the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any does not receive comments of from the SEC with respect to the preliminary Proxy Statement and does not reasonably believe that it will receive comments, the eleventh (11th) calendar day immediately following the date of filing of the preliminary Proxy Statement with the SEC and (ii) if the Company does receive comments from the SEC with respect to the preliminary Proxy Statement, clearance by the SEC with respect to such comments (clause (i) or (ii), as applicable, “SEC Clearance”). Each of Parent and Merger Sub shall cooperate with the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution preparation of the Proxy Statement, including providing to the Company any and all information regarding Parent and Merger Sub and their respective Affiliates as may be required to be disclosed therein as promptly as possible after the date hereof. The Company Parties shall notify each other promptly notify Parent upon of the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall provide Parent supply each other with copies of all correspondence between it and such or any of its representativesRepresentatives, on the one hand, and the SEC and or its staff, on the other hand, with respect to the Proxy Statement or the Merger or the Charter Amendment. If at any time prior to the Company Stockholder Meeting, any information relating to does receive comments from the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement SEC with respect to the Proxy Statement, so that the Proxy Statement Company shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed use its reasonable best efforts (with the SEC and, reasonable assistance of Parent) to the extent required by applicable Law, disseminated promptly provide responses to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, to any comments received on the Company shall provide Parent with a reasonable opportunity Proxy Statement from the SEC and to review and comment on such document or responsehave the Proxy Statement cleared by the SEC as soon as reasonably practicable after the date of this Agreement.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As Subject to each Purchaser’s timely performance of its obligations under Section 4.02(b), Visteon shall, as promptly as reasonably practicable (and in no event later than 45 calendar days, subject to a later date being consented to by the Purchaser Representative not to be unreasonably withheld, delayed or conditioned) following the date of this Agreement, the Company shall prepare and file shall cause to be filed with the SEC the in preliminary proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to form the Proxy Statement. Each of Visteon shall promptly, and in any event within forty eight (48) hours, notify the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent Purchaser Representative upon the receipt of any comments from the SEC or its the staff of the SEC or any request from the SEC or its the staff of the SEC for amendments or supplements to the Proxy Statement Statement, and shall promptly, and in any event within forty eight (48) hours, provide Parent the Purchaser Representative with copies of all correspondence between it Visteon and its representativesRepresentatives, on the one hand, and the SEC and its staffor the staff of the SEC, on the other hand. If at any time prior Visteon shall use commercially reasonable efforts to the Company Stockholder Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall (i) respond as promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding as reasonably practicable to any comments of the SEC or the staff of the SEC with respect theretoto the Proxy Statement, (ii) have the Company Proxy Statement cleared by the staff of the SEC as soon as reasonably practicable after such filing and (iii) cause the Proxy Statement to be mailed to its stockholders as promptly as practicable thereafter; provided, however, that, notwithstanding anything to the contrary in this Agreement, Visteon shall not be required to call, give notice of or convene the Stockholders’ Meeting (as described in Section 4.02(d)) or mail the Proxy Statement, in each case prior to the end of the Go-Shop Period. Prior to responding to any written comments or requests of the SEC or its staff or the filing or mailing of the Proxy Statement, Visteon (x) shall provide Parent the Purchaser Representative with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings and (y) shall give reasonable and good faith consideration in such document or responsedrafts, correspondence and filings to all comments proposed by the Purchaser Representative.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable following the date of this Agreement, the Company shall prepare and, no later than the third business day immediately following the later of (x) the date of the public announcement of this Agreement and (y) the date on which Parent provides to the Company all information required to be provided by Parent for inclusion in the Proxy Statement, file with the SEC the preliminary proxy statement and any amendments or supplements thereto relating Proxy Statement. Notwithstanding anything contained in this Agreement to the contrary, absent any Legal Restraint which has the effect of preventing such action, the Company Stockholder Meeting shall, subject to be held in connection with the Merger (the “Proxy Statement”). The Company shall Parent’s reasonable cooperation, file with the SEC the definitive Proxy Statement on the 10th calendar day (or, if such calendar day is not a business day, the first business day subsequent to such calendar day) immediately following the filing of the preliminary Proxy Statement with the SEC and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at to occur on that day or as promptly as reasonably practicable thereafter. Each of the earliest practicable date. The Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each of the Company and Parent, as promptly as practicable, Parent shall furnish all information concerning such party person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent 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 with copies of all correspondence between it and itand its representatives, on the one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or delayed. If at any time prior to the Company Stockholder Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As Subject to receipt of Parent from the Company of the financial statements of the Company described in Schedule II required under the rules of the Exchange Act to be included in the Proxy Statement, as promptly as reasonably practicable following the date of this AgreementAgreement (and in any event within ten (10) Business Days after the date hereof), the Company Parent shall prepare and file with the SEC the preliminary proxy statement Proxy Statement, and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection shall cooperate with Parent with the Merger (preparation of the “Proxy Statement”)foregoing. The Company shall file Parent, with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company Company’s cooperation, shall use its commercially reasonable best efforts to respond as promptly as reasonably practicable to any and resolve all comments of received from the SEC with respect or its staff concerning the Proxy Statement as soon as practicable following the date of filing. Parent will use its reasonable best efforts to (i) cause the Proxy Statement to be mailed to Parent’s stockholders, in each case as promptly as practicable after the SEC confirms that it has no further comments on the Proxy Statement and (ii) ensure that the Proxy Statement, and any amendments or supplements thereto, comply in all material respects with the rules and regulations promulgated by the SEC under the Exchange Act. Each of the The Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other as may be reasonably requested cooperate with Parent in connection with the preparationpreparation and filing of the Proxy Statement, filing including promptly furnishing to Parent in writing upon request any and distribution all information relating to the Company as may be required to be set forth in the Proxy Statement under applicable Law and, shall prepare and deliver any financial statements requested by the SEC in connection with preparation of the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC agrees that such information supplied by it in writing for inclusion (or its staff or any request from the SEC or its staff for amendments or supplements to incorporation by reference) in the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representativeswill not, on the one hand, date it is first mailed to stockholders of Parent and at the SEC and its staff, on time of the other hand. If at any time prior to the Company Stockholder Parent Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If, at any time prior to the Effective Time, any information relating to the Company or its Affiliates, officers or directors, should be discovered by the Company which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any untrue statement 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 discovers such information Company shall promptly notify Parent so that it may file with the other parties hereto and SEC an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated disseminate such amendment or supplement to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or responseParent.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly soon as practicable following the date of this Agreement, (i) the Company shall prepare the Proxy Statement and file with the SEC Company and Parent shall prepare the preliminary proxy statement and any amendments or supplements thereto relating Schedule 13E-3, (ii) Parent shall promptly provide to the Company Stockholder Meeting any information required for inclusion in the Proxy Statement and the Schedule 13E-3 and shall promptly provide such other information or assistance in the preparation thereof as may be reasonably requested by the Company from time to be held in connection time and (iii) the Company shall file the Proxy Statement and the Schedule 13E-3 with the Merger (the “Proxy Statement”)SEC. The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall thereafter use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each Statement and the Schedule 13E-3 and to cause the Proxy Statement to be mailed to the stockholders of the Company and Parent, as promptly as practicable, shall furnish practicable after (i) responding to all information concerning such party comments to the other as may be reasonably requested in connection with the preparation, filing and distribution satisfaction of the SEC and (ii) the Proxy StatementStatement is cleared by the SEC for mailing to the Company’s stockholders. The Company shall promptly notify Parent 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 the Schedule 13E-3, and shall provide Parent with copies of all correspondence between it the Company and its representatives, Representatives on the one hand, and the SEC and its staff, on the other hand, with respect to the Proxy Statement, the Schedule 13E-3 or the transactions contemplated hereby. If In the event that the Company receives any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement or the Schedule 13E-3, Parent shall promptly provide to the Company, upon receipt of notice from the Company, any information required for inclusion in the response of the Company to such comments or such request and shall promptly provide such other information or assistance in the preparation thereof as may be reasonably requested by the Company from time to time. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or the Schedule 13E-3 (including any amendment or supplement to the Proxy Statement or Schedule 13E-3) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such documents or responses and shall include in such documents or responses comments reasonably proposed by Parent. If, at any time prior to the Company Stockholder Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy StatementStatement or Schedule 13E-3, as applicable, so that the Proxy Statement or Schedule 13E-3, as applicable, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which who discovers such information shall promptly notify the other parties hereto other, and to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall promptly be filed with the SEC and, to the extent required and disseminated by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or responseits stockholders, as applicable.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following after the date execution of this Agreement, the Company shall prepare and file with the SEC the preliminary proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause file it with the mailing SEC. Subject to Section 5.02, the Board of the definitive Proxy Statement to the stockholders Directors of the Company at shall make the earliest practicable date. The Company Board Recommendation to the Company’s stockholders and shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to include such recommendation in the Proxy Statement. Each of Parent shall provide to the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other Parent and Merger Sub and their respective Affiliates as may be reasonably requested by the Company in connection with the preparation, filing Proxy Statement and distribution shall otherwise assist and cooperate with the Company in the preparation of the Proxy StatementStatement and the resolution of any comments thereto received from the SEC. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. The Company shall promptly notify Parent promptly upon the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide supply Parent with copies of all written correspondence between it and the Company or any of its representativesRepresentatives, on the one hand, and the SEC and its staffSEC, on the other hand. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement with respect to the Proxy Statement, so that . The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC, and shall not contain any untrue statement of a material fact or omit use its reasonable best efforts to state any material fact required cause the Proxy Statement to be stated therein or necessary in order disseminated to make its stockholders as promptly as reasonably practicable after the statements therein, in light resolution of the circumstances under which they are made, not misleading, the party which discovers any such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, comments. Prior to the extent required by applicable Law, disseminated to the stockholders filing of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the stockholders of the Company, or responding to any comments of from the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment to propose comments on such document or response, which the Company shall consider in good faith.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable following the date of this AgreementAgreement (and in any event prior to October 12, 2010), the Company shall prepare and file with the SEC the preliminary proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to the Proxy Statement. Each stockholders of the Company and Parent, as promptly as practicablepracticable following the date of this Agreement; provided, shall furnish all information concerning however, that the Company may delay such party mailing if it determines in good faith (after consultation with outside counsel) that such delay would be advisable in light of any unresolved comments of the SEC with respect to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its the staff of the SEC or any request from the SEC or its the staff of the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it the Company and its representativesRepresentatives, on the one hand, and the SEC and its staffthe staff of the SEC, on the other hand. If at any time prior to receipt of the Company Stockholder MeetingApproval, there shall occur any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which event that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information Company shall promptly notify the other parties hereto prepare and mail to its stockholders such an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Companysupplement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company (i) shall provide Parent with a reasonable an opportunity to review and comment on such document or responseresponse and (ii) shall include in such document or response all comments reasonably proposed by Parent; provided that Parent shall use reasonable best efforts to provide or cause to be provided its comments to the Company as promptly as reasonably practicable after such document or response is transmitted to Parent for its review.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file cause to be filed with the SEC the preliminary proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable datein preliminary form. The Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to mail or deliver the Proxy Statement. Each of the Company and Parent, Statement to its stockholders as promptly as practicable, . Parent shall furnish all information concerning itself, its Affiliates and the holders of its capital stock to Company and provide such party to the other assistance as may be reasonably requested by Company in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent 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 Statement, and shall shall, as promptly as practicable after receipt thereof, provide Parent with copies of all correspondence between it and its representativesRepresentatives, on the one hand, and the SEC and its staffSEC, on the other hand. If at any time prior , and all written comments with respect to the Company Stockholder Meeting, Proxy Statement received from the SEC and advise Parent of any information relating oral comments with respect to the Company, Parent or Proxy Statement received from the SEC. Company shall use its reasonable best efforts to respond as promptly as practicable to any of their respective affiliates, officers or directors, should be discovered by comments from the Company or Parent which should be set forth in an amendment or supplement SEC with respect to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or filing any other document to be filed by Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement or responding to any comments of the SEC with respect thereto, the Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), and will include in such documents or responses all comments reasonably proposed by Parent and to the extent practicable, the Company will provide Parent with the opportunity to participate in any substantive calls between the Company, or any of its Representatives, and the SEC concerning the Proxy Statement.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file cause to be filed with the SEC the Proxy Statement in preliminary proxy statement form. In addition to seeking the Company Stockholder Approval through the Proxy Statement, the Company shall also be entitled to seek approval of a conversion of the Company to a Maryland real estate investment trust and any amendments or supplements thereto to seek approval of proposals relating to the annual meeting of Company stockholders for 2019; provided that the Company Stockholder Meeting Approval shall not be conditioned on any such approvals or proposals, such approvals and proposals shall not result in any obligation, liability or other expense to be held in connection with any Sale Subsidiary and shall not, and is not reasonably expected to, prevent, materially alter or materially delay the Merger (ability of the “Proxy Statement”)Company to consummate the Asset Sale. The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of use its commercially reasonable efforts to mail or deliver the definitive Proxy Statement to the its stockholders of entitled to vote at the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond Stockholder Meeting as promptly as reasonably practicable to any comments following the clearance of the SEC with respect to Proxy Statement from the Proxy StatementSEC. Each of the Company and Parent, as promptly as practicable, Parent shall furnish all information concerning itself, its Affiliates and the holders of its capital stock to Company and provide such party to the other assistance, in each case, as may be reasonably requested by Company in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent 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 Statement, and shall shall, as promptly as practicable after receipt thereof, provide Parent with copies of all correspondence between it and its representativesRepresentatives, on the one hand, and the SEC and its staffSEC, on the other hand. If at any time prior , and all written comments with respect to the Company Stockholder Meeting, Proxy Statement received from the SEC and advise Parent of any information relating oral comments with respect to the Company, Parent or Proxy Statement received from the SEC. Company shall use its commercially reasonable efforts to respond as promptly as practicable to any of their respective affiliates, officers or directors, should be discovered by 42 comments from the Company or Parent which should be set forth in an amendment or supplement SEC with respect to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response).

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following after the date of this Agreementhereof but no later than fifteen (15) days after the date hereof, (i) the Company shall prepare the Proxy Statement and file with the SEC the preliminary proxy statement (ii) Parent and any amendments or supplements thereto relating Acquisition Sub shall furnish to the Company Stockholder Meeting all information concerning themselves and their Affiliates that is required to be held included in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause promptly provide such other assistance in the mailing preparation of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each of the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other as may be reasonably requested in connection with by the preparationCompany from time to time, filing and distribution of such Proxy Statement shall be filed no later than thirty (30) days after the Proxy Statementdate hereof unless otherwise mutually agreed upon by the Company and Parent. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its the staff of the SEC or any request from the SEC or its the staff of the SEC for amendments or supplements to the Proxy Statement and shall provide Parent and Acquisition Sub promptly with copies of all correspondence between it the Company and its representativesRepresentatives, on the one hand, and the SEC and its staffor the staff of the SEC, on the other hand. If at any time prior to The Company shall use reasonable best efforts (with the Company Stockholder Meetingassistance of, any information relating to the Companyand after consultation with, Parent as provided by this Section 6.2(a)) to respond as promptly as reasonably practicable to any comments of the SEC or any the staff of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement SEC with respect to the Proxy Statement, so that including filing any amendments or supplements to the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to as may be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Companyrequired. Notwithstanding the foregoing, prior Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment to propose comments on such document or response, except, in each case, for any amendment or supplement to the Proxy Statement in connection with an Adverse Recommendation Change or a Superior Proposal, or to the extent prohibited by Law.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As Subject to Purchaser’s timely performance of its obligations under Section 4.02(b), Seller shall, as promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file cause to be filed with the SEC the in preliminary proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to form the Proxy Statement. Each Subject to the ability of the Company and Parentboard of directors of Seller to make an Adverse Recommendation Change in accordance with Section 4.06, as promptly as practicable, the board of directors of Seller shall furnish all information concerning such party to include the other as may be reasonably requested Seller Recommendation in connection with the preparation, filing and distribution of the Proxy Statement. The Company Seller shall promptly notify Parent Purchaser upon the receipt of any comments from the SEC or its the staff of the SEC or any request from the SEC or its the staff of the SEC for amendments or supplements to the Proxy Statement Statement, and shall provide Parent Purchaser with copies of all correspondence between it Seller and its representativesRepresentatives, on the one hand, and the SEC and its staffor the staff of the SEC, on the other hand. Seller shall use reasonable best efforts to (i) respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, (ii) have the Proxy Statement cleared by the staff of the SEC as soon as reasonably practicable after such filing and (iii) cause the Proxy Statement to be mailed to its stockholders as promptly as practicable thereafter. No filing of, or amendment or supplement to, the Proxy Statement, or response to SEC comments with respect thereto, will be made by Seller without providing Purchaser a reasonable opportunity to review and comment thereon, which comments to Seller shall consider in good faith; provided, that the foregoing shall not apply with respect to a Superior Proposal or an Adverse Recommendation Change. If at any time prior to the Company Stockholder Meeting, Closing any information event or circumstance relating to the Company, Parent Seller or any of the Business Subsidiaries or its or their respective affiliates, officers or directors, directors should be discovered by Seller which, pursuant to the Company or Parent which Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, so that Seller shall promptly inform Purchaser. Each of Seller and Purchaser agrees to promptly correct any information provided by such party for use in the Proxy Statement which shall not contain any untrue statement have become false or misleading. Table 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 are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response.Contents

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC the preliminary a proxy statement and any amendments or supplements thereto in preliminary form relating to the Transaction and the Company Stockholder Stockholders’ Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with ) and the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC with respect thereto. The Company shall provide Parent with a reasonable opportunity to review and comment on (i) the Proxy Statement prior to filing and (ii) any responses to comments from the SEC on the Proxy Statement or any amendments or supplements to the Proxy StatementStatement prior to the filing of such responses, amendments or supplements. Each of Parent and Merger Sub shall cooperate reasonably with the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution preparation of the Proxy Statement, including by furnishing to the Company any and all information regarding Parent and Merger Sub and their respective Affiliates as may be required to be disclosed in the Proxy Statement as promptly as reasonably practicable after receipt of any request therefor from the Company. The Company Company, Parent and Merger Sub each shall notify the others as promptly notify Parent upon as reasonably practicable of the receipt of any comments from the SEC or its staff or in respect of the Proxy Statement and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information in connection with the Proxy Statement or the Transaction. The Company, Parent and Merger Sub each shall provide Parent supply the others with copies of all correspondence between it and itself or any of its representatives, on the one hand, and the SEC and or its staff, on the other hand. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement with respect to the Proxy Statement, so that Statement or the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or responseTransaction.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable following the date of this Agreement (and in any event within ten (10) days after the execution of this Agreement), the Company Seller shall prepare (with the assistance of Buyer) and file with the SEC the a preliminary proxy statement (together with the letters to stockholders, notices of meeting and forms of proxies to be distributed in connection therewith and any amendments or supplements thereto relating schedule required to be filed with the Company SEC in connection therewith) for the Seller Stockholder Meeting to be held for the purposes of considering and taking action upon this Agreement and the transactions contemplated hereby and in connection herewith (including under any other transactions or agreements). Seller shall use its reasonable best efforts to cause the preliminary proxy statement to be cleared with the SEC as promptly as practicable after such filing and shall file the definitive proxy statement promptly following such clearance. Seller will cause the definitive proxy statement to be mailed to Seller’s stockholders as promptly as practicable after such filing. Buyer shall furnish all information concerning Buyer and its affiliates to Seller as may be reasonably requested and that is legally required for inclusion in the proxy statement in connection with the Merger preparation, filing and distribution of the proxy statement. Seller shall promptly notify Buyer (and provide Buyer a copy thereof) upon the “Proxy Statement”). The Company shall file with receipt of any comments from the SEC or any request from the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement SEC for amendments or supplements to the stockholders of the Company at the earliest practicable dateproxy statement. The Company Seller shall use reasonable best efforts to respond (with the assistance of Buyer) as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each of the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent 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 with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Companyproxy statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement proxy statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company Seller shall provide Parent with a reasonable Buyer an opportunity to review and comment on such document or response (including the proposed final version of such document or response.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly soon as reasonably practicable following the date of this Agreementhereof, the Company shall prepare and file with the SEC the preliminary a proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger preliminary form (the “Proxy Statement”). The Unless this Agreement has been terminated in accordance with its terms, as soon as reasonably practicable (but in no event later than 45 days) following the date hereof, the Company shall file the Proxy Statement with the SEC and the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use its commercially reasonable best efforts to respond as reasonably promptly as practicable to any comments of the SEC with respect thereto; provided, however, that the Company shall not be in breach of this provision if the failure to file the Proxy Statement. Each Statement in such 45-day period is a result of Parent or Merger Sub’s failure to reasonably promptly provide information required to be included in the Proxy Statement regarding Parent and Merger Sub or to reasonably promptly respond to drafts of the Proxy Statement submitted to Parent or Merger Sub for review. Parent and Merger Sub shall cooperate with the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution preparation of the Proxy Statement, including, but not limited to, furnishing to the Company any and all information regarding Parent and Merger Sub and their respective Affiliates as may be required or reasonably advisable to be disclosed therein as promptly as possible after the date hereof. The Company parties shall notify each other promptly notify Parent upon of the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall provide Parent supply each other with copies of all correspondence between it and such party or any of its representativesRepresentatives, on the one hand, and the SEC and or its staff, on the other hand. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement with respect to the Proxy Statement, so that Statement or the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, Merger. Notwithstanding anything to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoingcontrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or responseresponse and will include in such documents or responses all comments reasonably proposed by Parent, and to the extent practicable, the Company will provide Parent with the opportunity to participate in any substantive calls between the Company, or any of its Representatives, and the SEC or its staff concerning the Proxy Statement.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable reasonably practicable, and in any event within twenty-four (24) calendar days following the date of this Agreement, the Company shall prepare and file cause to be filed with the SEC the a preliminary proxy statement and (together with any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (thereto, the “Proxy Statement”)) to be sent to holders of shares of Company Common Stock (the “Company Stockholders”) relating to the meeting of Company Stockholders (the “Company Stockholder Meeting”) to be held to consider adoption of this Agreement and approval of the Merger. The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each of the Company and Parent, as promptly as practicable, Acquirer Parties shall furnish all information concerning such party the Acquirer Parties and its Affiliates to the Company, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included therein. The Company shall promptly notify Parent 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 with copies of all correspondence with respect to the Proxy Statement between it and its representatives, on the one hand, and the SEC and its staffSEC, on the other hand. If at The Company shall use its reasonable best efforts to resolve as promptly as reasonably practicable any time prior to comments from the Company Stockholder Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement SEC with respect to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent with a reasonable an opportunity to review and comment on the Proxy Statement or response (including the proposed final version of the Proxy Statement or response), (ii) shall consider in good faith all comments reasonably proposed by Parent, and (iii) shall not file or mail such document or responserespond to the SEC prior to receiving the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following (and in any event within twenty (20) Business Days) after the date execution of this Agreement, (i) the Company shall prepare the Proxy Statement and file it with the SEC and (ii) the preliminary proxy statement Company, on the one hand, and any amendments or supplements thereto relating to Purchaser and Merger Sub, on the Company Stockholder Meeting to be held in connection other hand, shall jointly prepare a Schedule 13E-3 and shall jointly file it with the Merger (SEC. Except as specifically permitted by Section 5.02(d) and Section 5.02(e), the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing Board of the definitive Proxy Statement to the stockholders Directors of the Company at shall make the earliest practicable date. The Company Board Recommendation to the Company’s stockholders and shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to include such recommendation in the Proxy Statement. Each of Purchaser shall provide to the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other Purchaser and Merger Sub and their respective Affiliates as may be reasonably requested by the Company in connection with the preparation, filing Proxy Statement and distribution shall otherwise assist and cooperate with the Company in the preparation of the Proxy StatementStatement and the resolution of any comments thereto received from the SEC. Each of the Company, Purchaser and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement or the Schedule 13E-3 if and to the extent such information shall have become false or misleading in any material respect. The Company shall notify Purchaser promptly notify Parent upon the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement or the Schedule 13E-3 and shall provide Parent supply Purchaser with copies of all written correspondence between it and the Company or any of its representativesRepresentatives, on the one hand, and the SEC and its staffSEC, on the other hand. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement with respect to the Proxy Statement, so that the Schedule 13E-3 or the transactions contemplated by this Agreement. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC, and shall not contain any untrue statement of a material fact or omit use its reasonable best efforts to state any material fact required cause the Proxy Statement to be stated therein or necessary in order disseminated to make its stockholders as promptly as reasonably practicable after the statements therein, in light resolution of any such comments. Each of the circumstances under which they are made, not misleading, Company and Purchaser shall use its respective reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the party which discovers SEC concerning the Schedule 13E-3 and to resolve such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed comments with the SEC andSEC, and shall use its respective reasonable best efforts to cause the extent required by applicable Law, Schedule 13E-3 to be disseminated to the Company’s stockholders as promptly as reasonably practicable after the resolution of any such comments. Prior to the Company. Notwithstanding the foregoing, prior to filing or mailing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the stockholders of the Company, or responding to any comments of from the SEC with respect thereto, the Company shall provide Parent Purchaser with a reasonable opportunity to review and comment to propose comments on such document or response, which the Company shall consider including or incorporating in good faith.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following after the date of this Agreementhereof, (i) the Company shall prepare the Proxy Statement; (ii) Parent and file with the SEC the preliminary proxy statement and any amendments or supplements thereto relating Acquisition Sub shall furnish to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each of the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other as themselves and their Affiliates that may be reasonably requested in connection with the preparation, preparation and filing and distribution of the Proxy Statement and shall promptly provide such other assistance in the preparation and filing of the Proxy Statement as may be reasonably requested by the Company from time to time; and (iii) subject to the receipt from Parent and Acquisition Sub of the information described in clause (ii) above, the Company shall file the Proxy Statement with the SEC within 20 Business Days after the date hereof. If the SEC determines to review the Proxy Statement, the Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its the staff of the SEC or any request from the SEC or its the staff of the SEC for amendments or supplements to the Proxy Statement and shall provide Parent and Acquisition Sub promptly with copies of all correspondence between it the Company and its representativesRepresentatives, on the one hand, and the SEC and its staffor the staff of the SEC, on the other hand. If at any time prior to The Company shall use reasonable best efforts (with the Company Stockholder Meetingassistance of, any information relating to the Companyand after consultation with, Parent as provided by this Section 6.2(a)) to respond as promptly as reasonably practicable to any comments of the SEC or any the staff of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement SEC with respect to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment to propose comments on such document or response, and the Company will consider in good faith the comments of Parent in connection with any such filing or response, except, in each case, to the extent prohibited by Law. None of the Company or its Representatives will agree to participate in any material or substantive meeting or conference (including by telephone) with the SEC, or any member of the staff thereof, in respect of the Proxy Statement unless it consults with the Parent in advance and, to the extent permitted by the SEC, allows the Parent to participate.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file cause to be filed with the SEC the Proxy Statement in preliminary proxy statement form. In addition to seeking the Company Stockholder Approval through the Proxy Statement, the Company shall also be entitled to seek approval of a conversion of the Company to a Maryland real estate investment trust and any amendments or supplements thereto to seek approval of proposals relating to the annual meeting of Company stockholders for 2019; provided that the Company Stockholder Meeting Approval shall not be conditioned on any such approvals or proposals, such approvals and proposals shall not result in any obligation, liability or other expense to be held in connection with any Sale Subsidiary and shall not, and is not reasonably expected to, prevent, materially alter or materially delay the Merger (ability of the “Proxy Statement”)Company to consummate the Asset Sale. The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of use its commercially reasonable efforts to mail or deliver the definitive Proxy Statement to the its stockholders of entitled to vote at the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond Stockholder Meeting as promptly as reasonably practicable to any comments following the clearance of the SEC with respect to Proxy Statement from the Proxy StatementSEC. Each of the Company and Parent, as promptly as practicable, Parent shall furnish all information concerning itself, its Affiliates and the holders of its capital stock to Company and provide such party to the other assistance, in each case, as may be reasonably requested by Company in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent 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 Statement, and shall shall, as promptly as practicable after receipt thereof, provide Parent with copies of all correspondence between it and its representativesRepresentatives, on the one hand, and the SEC and its staffSEC, on the other hand. If at any time prior , and all written comments with respect to the Company Stockholder Meeting, Proxy Statement received from the SEC and advise Parent of any information relating oral comments with respect to the Company, Parent or Proxy Statement received from the SEC. Company shall use its commercially reasonable efforts to respond as promptly as practicable to any of their respective affiliates, officers or directors, should be discovered by comments from the Company or Parent which should be set forth in an amendment or supplement SEC with respect to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response).

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following after the date of this Agreement, the Company shall prepare and shall use its reasonable best efforts to file the Proxy Statement in preliminary form with the SEC no later than 20 business days after the preliminary proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing date of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable datethis Agreement. The Company shall use reasonable best efforts to (i) cause the Proxy Statement to comply as to form in all material respects with the requirements of the Exchange Act (and the rules and regulations thereunder) applicable thereto as of the date of such filing and (ii) respond as promptly as reasonably practicable to any all comments of received from the SEC with respect to the Proxy Statement. Each of the Company and Parent, as promptly as practicable, shall furnish all information or its staff concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable following its filing with the SEC. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Proxy Statement is cleared by the SEC. The Company shall promptly notify Parent upon of the receipt of any all comments from of the SEC or its staff or any request from the SEC or its staff for amendments or supplements with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information. The Company shall, and, if applicable, shall cause its Representatives to, provide Parent with copies of all correspondence between it and its representativesthe Company, on the one hand, and the SEC and or its staff, on the other hand. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement with respect to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior Prior to filing or mailing the Proxy Statement (or including any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide provide, and, if applicable, cause its Representatives to provide, Parent with a reasonable opportunity to review and comment propose comments on such document Proxy Statement (or responsesuch amendment or supplement thereto) or response to the SEC and shall in good faith consider such comments reasonably proposed by Parent for inclusion therein. Each of Parent and Merger Sub shall cooperate reasonably with the Company in connection with the preparation and filing of the Proxy Statement, including promptly furnishing to the Company in writing upon request any and all information relating to it as may be required to be set forth in the Proxy Statement under applicable Law. Prior to the Stockholder Meeting, each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect in light of the circumstances in which it was made.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable Promptly following the date execution of this Agreement, the Company shall (and shall use commercially reasonable efforts to do no later than twenty Business Days following the date hereof) prepare the Proxy Statement in preliminary form and file it with the SEC SEC. Subject to Section 5.02, the preliminary proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing Board of the definitive Proxy Statement to the stockholders Directors of the Company at shall make the earliest practicable date. The Company Board Recommendation to the Company’s stockholders and shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to include such recommendation in the Proxy Statement. Each of Parent shall provide to the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other Parent and Merger Sub and their respective Affiliates as may be reasonably requested by the Company in connection with the preparation, filing Proxy Statement and distribution shall otherwise assist and cooperate with the Company in the preparation of the Proxy StatementStatement and the resolution of any comments thereto received from the SEC. Each of the Company, Parent and Merger Sub shall correct any information provided by it for use in the Proxy Statement as promptly as reasonably practicable if and to the extent such information shall have become false or misleading in any material respect. The Company shall promptly notify Parent upon promptly on the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide supply Parent with copies of all written correspondence between it and the Company or any of its representativesRepresentatives, on the one hand, and the SEC and its staffSEC, on the other hand. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement with respect to the Proxy Statement, so that . The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement shall not contain any untrue statement of a material fact or omit and 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 are made, not misleading, the party which discovers resolve such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed comments with the SEC and, SEC. Prior to the extent required by applicable Law, disseminated to the stockholders filing of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of from the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment to propose comments on such document or response, which the Company shall consider in good faith.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare the Proxy Statement and, after consultation with and file consideration in good faith of any comments on the Proxy Statement reasonably proposed by Purchaser, cause to be filed with the SEC the Proxy Statement in preliminary proxy statement and any amendments or supplements thereto relating to form; provided, however, that the Company Stockholder Meeting to be held in connection with shall not file the Merger (the “Proxy Statement”). The Company shall file Statement with the SEC without obtaining the definitive prior written consent of Purchaser only with respect to any portion of the Proxy Statement and relating 59 to Purchaser, its Affiliates, or the West Coast Asset Sale, which consent shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable datenot be unreasonably withheld, conditioned, or delayed. The Company shall use its reasonable best efforts to respond as (i) obtain and furnish the information required to be included by the SEC in the Proxy Statement, respond, after consultation with Purchaser, promptly as practicable to any comments of made by the SEC with respect to the Proxy Statement. Each of , (ii) mail or deliver the Company and Parent, definitive Proxy Statement to its stockholders as promptly as practicablepracticable after the earlier to occur of (x) receiving notification that the SEC is not reviewing the preliminary Proxy Statement or (y) the conclusion of any SEC review of the preliminary Proxy Statement and (iii) if necessary, after the definitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies; provided, that no such amended or supplemental proxy materials will be filed with the SEC or mailed by Company without affording Purchaser a reasonable opportunity for consultation and review, and Company shall consider in good faith any comments on such materials reasonably proposed by Purchaser. Company will promptly notify Purchaser of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, and will promptly supply Purchaser with copies of all written correspondence between Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement, the West Coast Asset Sale, the Plan of Liquidation or any of the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary set forth herein, Company shall not amend the Plan of Liquidation without the prior written consent of Purchaser if such amendment (i) would adversely affect Purchaser in any material respect, (ii) would reasonably be expected to prevent or delay the consummation of the West Coast Asset Sale or (iii) would remove of modify the reference to this Agreement or would amend the Plan of Liquidation in a manner that would cause a Company Adverse Recommendation Change not permitted under Section 13.2(d).. Prior to responding to any comments of the SEC or members of its staff, Company shall provide Purchaser with a reasonable opportunity to consult and review such response and Company shall consider in good faith any comments on such response reasonably proposed by Purchaser. Purchaser shall furnish all information concerning itself, its Affiliates and the holders of its capital stock to Company as may be required to be disclosed in the Proxy Statement, and provide such party to the other assistance as may be reasonably requested by Company in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent 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 with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date of this AgreementAgreement (and in any event within five (5) Business Days after the date hereof), the Company Parent shall prepare and file with the SEC the preliminary proxy statement Proxy Statement, and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection shall cooperate with Parent with the Merger (preparation of the “Proxy Statement”)foregoing. The Company shall file Parent, with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company Company’s cooperation, shall use its reasonable best efforts to respond as promptly as reasonably practicable to any and resolve all comments of the SEC with respect to the Proxy Statement. Each of the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments received from the SEC or its staff or any request from concerning the Proxy Statement as soon as practicable following the date of filing. Parent will use its reasonable best efforts to (i) cause the Proxy Statement to be mailed to Parent’s stockholders, in each case as promptly as practicable after the SEC or its staff for amendments or supplements to confirms that it has no further comments on the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representatives, on (ii) ensure that the one handProxy Statement, and any amendments or supplements thereto, comply in all material respects with the rules and regulations promulgated by the SEC under the Exchange Act. The Company shall cooperate with Parent in connection with the preparation and its stafffiling of the Proxy Statement, on the other hand. If at including promptly furnishing to Parent in writing upon request any time prior to the Company Stockholder Meeting, any and all information relating to the Company, Parent or any of their respective affiliates, officers or directors, should Company as may be discovered by the Company or Parent which should required to be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not under applicable Law. The Company agrees that such information supplied by it in writing for inclusion (or incorporation by reference) in the Proxy Statement will not, on the date it is first mailed to stockholders of the Company and at the time of the Parent Stockholders Meeting, 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 are were made, not misleading. If, at any time prior to the Effective Time, any information relating to the Company or its Affiliates, officers or directors, should be discovered by the Company which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any untrue statement 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 discovers such information Company shall promptly notify Parent so that it may file with the other parties hereto and SEC an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated disseminate such amendment or supplement to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or responseParent.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable following the date of this Agreement, but in no event later than thirty (30) calendar days after the date hereof, the Company and Parent shall prepare prepare, and file with the SEC the preliminary proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC SEC, the definitive Proxy Statement Statement, and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments of the SEC and its staff with respect thereto or the transactions contemplated by this Agreement (whether written or oral) and, to the extent permitted by applicable Law, to commence mailing of the Proxy Statement. Each Statement to the stockholders of the Company and Parent, as promptly as practicable, shall furnish all information concerning such party practicable (but in no event prior to the other as may be reasonably requested in connection with the preparation, filing and distribution clearance of the Proxy StatementStatement by the SEC or later than five (5) Business Days following clearance of the Proxy Statement by the SEC) after responding to all such comments to the satisfaction of the SEC and its staff. The Company shall promptly notify Parent and its legal counsel upon the receipt of any such comments from the SEC or its staff (describing in reasonable detail any oral comments) or any request from the SEC or its staff for amendments or supplements to the Proxy Statement Statement, and shall provide Parent and its legal counsel with copies of all correspondence between it the Company and its representativesAgents, on the one hand, and the SEC and its staff, on the other hand. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect theretothereto (whether written or oral), the Company (i) shall provide Parent with a reasonable and its legal counsel an opportunity to review and comment on such document or response, (ii) provide Parent and its counsel a reasonable opportunity to advise in connection with any discussions or meetings with the SEC, and (iii) shall include in such document or response all comments reasonably proposed by Parent that comply with applicable Law, including Rule 14a-9 promulgated under the Exchange Act; provided that Parent shall use commercially reasonable efforts to provide or cause to be provided its comments to the Company as promptly as reasonably practicable after such document or response is transmitted to Parent for its review.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As Subject to Purchaser’s timely performance of its obligations under Section 4.02(b), Seller shall, as promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file cause to be filed with the SEC the in preliminary proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to form the Proxy Statement. Each Subject to the ability of the Company and Parentboard of directors of Seller to make an Adverse Recommendation Change in accordance with Section 4.06, as promptly as practicable, the board of directors of Seller shall furnish all information concerning such party to include the other as may be reasonably requested Seller Recommendation in connection with the preparation, filing and distribution of the Proxy Statement. The Company Seller shall promptly notify Parent Purchaser upon the receipt of any comments from the SEC or its the staff of the SEC or any request from the SEC or its the staff of the SEC for amendments or supplements to the Proxy Statement Statement, and shall provide Parent Purchaser with copies of all correspondence between it Seller and its representativesRepresentatives, on the one hand, and the SEC and its staffor the staff of the SEC, on the other hand. Seller shall use reasonable best efforts to (i) respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, (ii) have the Proxy Statement cleared by the staff of the SEC as soon as reasonably practicable after such filing and (iii) cause the Proxy Statement to be mailed to its stockholders as promptly as practicable thereafter. No filing of, or amendment or supplement to, the Proxy Statement, or response to SEC comments with respect thereto, will be made by Seller without providing Purchaser a reasonable opportunity to review and comment thereon, which comments to Seller shall consider in good faith; provided, that the foregoing shall not apply with respect to a Superior Proposal or an Adverse Recommendation Change. If at any time prior to the Company Stockholder Meeting, Closing any information event or circumstance relating to the Company, Parent Seller or any of the Business Subsidiaries or its or their respective affiliates, officers or directors, directors should be discovered by Seller which, pursuant to the Company or Parent which Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, so that Seller shall promptly inform Purchaser. Each of Seller and Purchaser agrees to promptly correct any information provided by such party for use in the Proxy Statement which shall not contain any untrue statement of a material fact have become false 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 are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response.

Preparation of the Proxy Statement; Stockholders Meeting. The Merger Agreement provides that if, after the Acceptance Time, the affirmative vote of a majority of the outstanding shares of Company Common Stock at a Company stockholder meeting is required pursuant to the terms of Maryland Law in order to consummate the Merger (a) As the “Company Stockholder Approval”), then: • as promptly as practicable following after the date later of this Agreementthe Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Act, the Company shall prepare and will file with the SEC the preliminary proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting Proxy Statement to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement sent to the stockholders of the Company at relating to the earliest Company Stockholders Meeting (as defined below); • as promptly as practicable date. The after the clearance of the Proxy Statement by the SEC, the Company shall will use its reasonable best efforts to respond as promptly as practicable cause the Proxy Statement to any comments of be mailed to the SEC Company stockholders and no filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with respect a reasonable opportunity to review and comment on the Proxy Statement. Each of ; and • if the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon the receipt of receives any comments from the SEC or its staff or staff, the Company agrees to notify Parent promptly of such receipt and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall provide has agreed to supply Parent with copies of all correspondence between it and or any of its representativesRepresentatives, on the one hand, and the SEC and or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. If at any time prior to The Merger Agreement also provides that if, after the Acceptance Time, the Company Stockholder Approval is required under Maryland Law in order to consummate the Merger, then: • as soon as practicable following the clearance of the Proxy Statement by the SEC, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking the Company Stockholder Approval; and • unless the Company has effected an Adverse Recommendation Change (as defined below), any information relating the Company shall, through the Company Board, make the Board Recommendation to the Companyextent related to the Merger, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth and shall include such Board Recommendation in an amendment or supplement to the Proxy Statement, so and use its reasonable best efforts to (i) solicit from its stockholders proxies in favor of the adoption of this Agreement, and (ii) take all other action necessary or advisable to secure the Company Stockholder Approval. The Merger Agreement provides that if, after the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact Acceptance Time, the Company Stockholder Approval is required to be stated therein or necessary under Maryland Law in order to make consummate the statements thereinMerger, nothing in light the Merger Agreement will be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval of the circumstances under which they are madeMerger. The Company also agreed that, not misleadingunless the Merger Agreement is terminated in accordance with the termination provisions of the Merger Agreement, the party which discovers such information shall promptly notify Company’s obligations to hold the other parties hereto and an appropriate amendment Company Stockholder Meeting after the Acceptance Time as detailed above will not be affected by the commencement, public proposal, public disclosure or supplement describing such information shall be filed with the SEC and, communication to the extent required Company of any Superior Proposal or by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or responseAdverse Recommendation Change.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As The Company shall, as promptly as reasonably practicable following the date of this Agreement, Agreement (with the Company shall using reasonable efforts to do so within twenty-five (25) Business Days following the date of this Agreement), prepare and file shall cause to be filed with the SEC the in preliminary proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each of the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution of form the Proxy Statement. The Company shall promptly notify Parent and Acquisition Sub upon the receipt of any comments from the SEC or its the staff of the SEC or any request from the SEC or its the staff of the SEC for amendments or supplements to the Proxy Statement Statement, and shall promptly provide Parent and Acquisition Sub with copies of all correspondence between it the Company and its representativesRepresentatives, on the one hand, and the SEC and its staffor the staff of the SEC, on the other hand. If at any time prior to The Company shall use reasonable best efforts (with the Company Stockholder Meetingassistance of, any information relating to the Companyand after consultation with, Parent as provided by this Section 6.2(a)) to (i) respond as promptly as reasonably practicable to any comments of the SEC or any the staff of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement SEC with respect to the Proxy Statement, so that including filing any amendments or supplements to the Proxy Statement as may be required, (ii) have the Proxy Statement cleared by the staff of the SEC as soon as reasonably practicable after such filing and (iii) cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable thereafter; provided, that notwithstanding anything to the contrary in this Agreement, the Company shall not contain any untrue statement of a material fact or omit to state any material fact be required to be stated therein call, give notice of or necessary convene the Stockholders’ Meeting (as described in order to make Section 6.2(c)) or mail the statements thereinProxy Statement, in light each case prior to the end of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the CompanyGo-Shop Period. Notwithstanding the foregoing, prior Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment to propose comments on such document or responseresponse (and the Company shall give good faith consideration to including any such reasonable comments in the Proxy Statement (or any supplement or amendment thereto) or response letter) to the extent permitted by Law.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As If the approval of this Agreement by the Company’s stockholders is required by applicable Law, the Company shall, as promptly as practicable following the date of this AgreementOffer Closing, the Company shall prepare and file with the SEC the a preliminary proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall use its reasonable best efforts to cause the mailing of the definitive Proxy Statement to be mailed to the Company’s stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statementafter such filing. Each of the Company and Parent, as promptly as practicable, Parent shall furnish all information concerning such party Person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent 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 with copies of all correspondence between it and its representativesRepresentatives, on the one hand, and the SEC and its staffSEC, on the other hand, with respect to the Proxy Statement. If Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by Parent. If, at any time prior to the Company Stockholder Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliatesAffiliates, officers or directors, directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As Except as required by applicable Law, as promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and and, no later than the tenth calendar day (or, if such calendar day is not a business day, on the first business day subsequent to such calendar day) immediately following the date of this Agreement, the Company shall file with the SEC SEC, the preliminary proxy statement and any amendments or supplements thereto relating Proxy Statement. Notwithstanding anything contained in this Agreement to the contrary, (x) if the Company Stockholder Meeting does not receive comments from the SEC with respect to be held in connection with the Merger (the “preliminary Proxy Statement”). The , absent any Legal Restraint that has the effect of preventing such action, the Company shall file with the SEC the definitive Proxy Statement Statement, and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company, on or prior to the second business day after the tenth calendar day immediately following the date of filing of the preliminary Proxy Statement with the SEC, and (y) if the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any does receive comments of from the SEC with respect to the preliminary Proxy Statement, absent any Legal Restraint that has the effect of preventing such action, the Company shall file with the SEC the definitive Proxy Statement, and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company, on or prior to the second business day immediately following clearance by the SEC with respect to such comments. Each of the Company and Parent, as promptly as practicable, Parent shall furnish all information concerning such party person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent 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 with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staffSEC, on the other hand. If Each of the Company and Parent shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) if the Board of Directors of the Company shall not have made an Adverse Recommendation Change, shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the Company Stockholder Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding Each of Parent and the foregoing, prior to filing or Company shall bear one-half the cost of printing and mailing the Proxy Statement (or and any amendment or supplement thereto. If the Company receives a Takeover Proposal or if an Intervening Event occurs, the 10 calendar day periods referenced in this Section 5.01(a) or responding to any comments and the two business day period referenced in clause (y) of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or responsesecond sentence of this Section 5.01(a) will be extended by three calendar days.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC the preliminary proxy statement and any amendments or supplements thereto relating Proxy Statement. If the Company does not receive comments from the SEC with respect to the Company Stockholder Meeting to be held in connection with preliminary Proxy Statement and is not notified by the Merger (SEC that it will receive comments, absent any Legal Restraint that has the “Proxy Statement”). The effect of preventing such action, the Company shall file with the SEC the definitive Proxy Statement Statement, and shall use its reasonable best efforts to cause the mailing of the definitive Proxy Statement to the stockholders of the Company, on or prior to the second business day after the tenth calendar day immediately following the date of filing of the preliminary Proxy Statement with the SEC. If the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any does receive comments of from the SEC with respect to the preliminary Proxy Statement, absent any Legal Restraint that has the effect of preventing such action, the Company shall file with the SEC the definitive Proxy Statement, and shall use its reasonable best efforts to cause the mailing of the definitive Proxy Statement to the stockholders of the Company, on or prior to the second business day immediately following clearance by the SEC with respect to such comments. Each of the Company and Parent, as promptly as practicable, the Investors shall furnish all information concerning such party to the other person as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent the Investor Representative 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 the Investor Representative with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staffSEC, on the other hand. If Each of the Company and the Investor Representative shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide the Investor Representative an opportunity to review and comment on such document or response, (ii) shall consider in good faith all comments reasonably proposed by the Investor Representative and (iii) if the Board of Directors of the Company shall not have made an Adverse Recommendation Change, shall not file or mail such document, or respond to the SEC, prior to receiving the approval of the Investor Representative, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the Company Stockholder Stockholders Meeting, any information relating to the Company, Parent the Investors or any of their respective affiliatesAffiliates, officers or directors, directors should be discovered by the Company or Parent the Investors which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding If the foregoingCompany receives a Takeover Proposal or if an Intervening Event occurs, prior to filing or mailing the Proxy Statement (or any amendment or supplement theretoten calendar day periods referenced in this Section 5.01(a) or responding to any comments and the two business day period referenced in the third sentence of this Section 5.01(a) will be extended until two business days after the completion of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review process set forth in Sections 4.02(b)(A) and comment on such document or response(B).

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and and, no later than the tenth calendar day (or, if such calendar day is not a business day, on the first business day subsequent to such calendar day) immediately following the date of this Agreement, file with the SEC the preliminary proxy statement and any amendments or supplements thereto relating Proxy Statement. Notwithstanding anything contained in this Agreement to the contrary, (x) if the Company Stockholder Meeting does not receive comments from the SEC with respect to be held in connection with the Merger (the “preliminary Proxy Statement”). The , absent any Legal Restraint that has the effect of preventing such action, the Company shall file with the SEC the definitive Proxy Statement Statement, and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company, on or prior to the second business day after the tenth calendar day immediately following the date of filing of the preliminary Proxy Statement with the SEC, and (y) if the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any does receive comments of from the SEC with respect to the preliminary Proxy Statement, absent any Legal Restraint that has the effect of preventing such action, the Company shall file with the SEC the definitive Proxy Statement, and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company, on or prior to the second business day 36 Table of Contents immediately following clearance by the SEC with respect to such comments. Each of the Company and Parent, as promptly as practicable, Parent shall furnish all information concerning such party person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent 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 with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staffSEC, on the other hand. If Each of the Company and Parent shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, and unless the Board of Directors of the Company shall have received a Takeover Proposal or made an Adverse Recommendation Change, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the Company Stockholder Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliatesAffiliates, officers or directors, directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding If the foregoing, prior to filing or mailing the Proxy Statement Company receives a Takeover Proposal (or any subsequent material amendment or supplement theretomaterial modification to any such Takeover Proposal) or responding to any comments if an Intervening Event occurs, the ten calendar day periods referenced in this Section 5.01(a) and the two business day period referenced in clause (y) of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on second sentence of this Section 5.01(a) will be extended in each such document or responsecircumstance by three calendar days.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As Subject to the reasonable cooperation of Parent, as promptly as practicable following the date of this Agreement, the Company shall prepare and and, no later than the tenth business day following the date of this Agreement, file with the SEC the preliminary proxy statement and any amendments or supplements thereto relating Proxy Statement. Notwithstanding anything contained in this Agreement to the Company Stockholder Meeting to be held in connection with contrary, absent any Legal Restraint which has the Merger (effect of preventing such action, the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at to occur on or prior to the earliest practicable date10th calendar day (or, if such calendar day is not a business day, the first business day subsequent to such calendar day) immediately following the filing of the preliminary Proxy Statement with the SEC. The Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC or its staff with respect to the Proxy Statement. Each of the Company and Parent, as promptly as practicable, Parent shall furnish all information concerning such party person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent 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 with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed, and in any event, which approval will be provided not later than three business days following a written request therefor. If at any time prior to the Company Stockholder Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should shall be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding Each of Parent and the foregoing, prior to filing or Company shall bear one-half of the cost of printing and mailing the Proxy Statement (or and any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto; provided that if an Adverse Recommendation Change shall have occurred, the Company shall provide Parent with a reasonable opportunity to review and comment on bear 100% of such document or responsecost.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following after the date of this Agreementhereof, (i) the Company shall prepare the Proxy Statement, (ii) Parent and file with the SEC the preliminary proxy statement and any amendments or supplements thereto relating Acquisition Sub shall promptly furnish to the Company Stockholder Meeting all information concerning themselves and their Affiliates that is reasonably requested or required to be held included in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause promptly provide such other assistance in the mailing preparation of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each of the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other as may be reasonably requested by the Company from time to time and (iii) subject to the receipt from Parent and Acquisition Sub of the information described in connection clause (ii) above, the Company shall, no later than the third (3rd) Business Day following the No-Shop Period Start Date, file the Proxy Statement with the preparation, filing SEC (it being understood and distribution of agreed that the Company need not file the Proxy StatementStatement prior to the No-Shop Period Start Date). The Except to the extent prohibited by Law, the Company shall (A) promptly notify Parent upon the receipt of any comments from the SEC or its the staff of the SEC or any request from the SEC or its the staff of the SEC for amendments or supplements supplements, in each case with respect to the Proxy Statement Statement, and shall (B) provide Parent and Acquisition Sub promptly with copies of all correspondence between it the Company and its representativesRepresentatives, on the one hand, and the SEC and its staffor the staff of the SEC, on the other hand. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement with respect to the Proxy Statement. The Company shall use reasonable best efforts (with the assistance of, so that and after consultation with, Parent as provided by this Section 5.2(a)) to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the CompanyStatement. Notwithstanding the foregoing, prior Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall consult with Parent and provide Parent with a reasonable opportunity to review and comment to propose comments, and shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, on such document or response, except, in each case, (x) to the extent prohibited by Law or (y) for any amendment or supplement to the Proxy Statement in connection with a Change of Recommendation made in accordance with Section 5.5.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable following the date of this Agreement, the Company shall prepare and and, no later than the tenth business day immediately following the date of this Agreement, file with the SEC the preliminary proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each of the Company and Parent, Parent shall use its reasonable best efforts to cause the Proxy Statement to be cleared by the SEC as promptly as practicable, practicable after such filing. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. Each of the Company and Parent shall furnish all information concerning such party person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent 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 with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staffSEC, on the other hand. If Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the Company Stockholder Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC the preliminary proxy statement and any amendments or supplements thereto relating Proxy Statement. If the Company does not receive comments from the SEC with respect to the preliminary Proxy Statement and is not notified by the SEC that it will receive comments, absent any Legal Restraint that has the effect of preventing such action, the Company Stockholder Meeting to shall, except as may be held agreed in connection with writing by the Merger (the “Proxy Statement”). The Company shall Principal Investor, file with the SEC the definitive Proxy Statement Statement, and shall use its reasonable best efforts to cause the mailing of the definitive Proxy Statement to the stockholders of the Company, in each case as expeditiously as possible following the date hereof. If the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any does receive comments of from the SEC with respect to the preliminary Proxy Statement, absent any Legal Restraint that has the effect of preventing such action, except as may be agreed in writing by the Principal Investor, the Company shall file with the SEC the definitive Proxy Statement, and shall use its reasonable best efforts to cause the mailing of the definitive Proxy Statement to the stockholders of the Company, in each case as expeditiously as possible following the date hereof. Each of the Company and Parent, as promptly as practicable, the Investors shall furnish all information concerning such party to the other person as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent the Principal Investor 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 the Principal Investor with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staffSEC, on the other hand. If Each of the Company and the Principal Investor shall use reasonable best efforts (x) to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement or requests for additional information from the SEC and (y) clear any SEC comments with respect to the Proxy Statement as promptly as practicable following their filing with the SEC. Notwithstanding the foregoing or anything in this Agreement to the contrary, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide the Principal Investor an opportunity to review and comment on each such document or response, (ii) shall include all comments reasonably proposed by the Principal Investor and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of the Principal Investor, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the Company Stockholder Stockholders Meeting, any information relating to the Company, Parent the Investors or any of their respective affiliatesAffiliates, officers or directors, directors should be discovered by the Company or Parent which the Principal Investor that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly soon as practicable following the date of this Agreement, (i) the Company shall prepare the Proxy Statement and file with the SEC Company and Parent shall prepare the preliminary proxy statement and any amendments or supplements thereto relating Schedule 13E-3, (ii) Parent shall promptly provide to the Company Stockholder Meeting any information required for inclusion in the Proxy Statement and the Schedule 13E-3 and shall promptly provide such other information or assistance in the preparation thereof as may be reasonably requested by the Company from time to be held in connection time and (iii) the Company shall file the Proxy Statement and the Schedule 13E-3 with the Merger (the “Proxy Statement”)SEC. The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall thereafter use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each Statement and the Schedule 13E-3 and to cause the Proxy Statement to be mailed to the stockholders of the Company and Parent, as promptly as practicable, shall furnish practicable after (i) responding to all information concerning such party comments to the other as may be reasonably requested in connection with the preparation, filing and distribution satisfaction of the SEC and (ii) the Proxy StatementStatement is cleared by the SEC for mailing to the Company's stockholders. The Company shall promptly notify Parent 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 the Schedule 13E-3, and shall provide Parent with copies of all correspondence between it the Company and its representatives, Representatives on the one hand, and the SEC and its staff, on the other hand, with respect to the Proxy Statement, the Schedule 13E-3 or the transactions contemplated hereby. If In the event that the Company receives any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement or the Schedule 13E-3, Parent shall promptly provide to the Company, upon receipt of notice from the Company, any information required for inclusion in the response of the Company to such comments or such request and shall promptly provide such other information or assistance in the preparation thereof as may be reasonably requested by the Company from time to time. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or the Schedule 13E-3 (including any amendment or supplement to the Proxy Statement or Schedule 13E-3) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such documents or responses and shall include in such documents or responses comments reasonably proposed by Parent. If, at any time prior to the Company Stockholder Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy StatementStatement or Schedule 13E-3, as applicable, so that the Proxy Statement or Schedule 13E-3, as applicable, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which who discovers such information shall promptly notify the other parties hereto other, and to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall promptly be filed with the SEC and, to the extent required and disseminated by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or responseits stockholders, as applicable.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As Subject to the reasonable cooperation of Parent, as promptly as practicable following the date of this Agreement, the Company shall prepare and and, no later than the tenth business day immediately following the date of this Agreement, file with the SEC the preliminary proxy statement and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each of the Company and Parent, Parent shall use its reasonable best efforts to cause the Proxy Statement to be cleared by the SEC as promptly as practicable, practicable after such filing. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. Each of the Company and Parent shall furnish all information concerning such party person and its affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent 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 with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staffSEC, on the other hand. If Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall include in such document or response all comments promptly and reasonably proposed by Parent, and (iii) unless the Board of Directors of the Company shall have made an Adverse Recommendation Change, shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or delayed and in any event approval will be provided within two business days following a request therefor. If, at any time prior to the Company Stockholder Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which that discovers such information shall as promptly as practicable notify the other parties hereto hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date of this AgreementAgreement (and in any event within 15 Business Days after the date hereof), the Company shall prepare and file with the SEC the preliminary proxy statement Proxy Statement, and any amendments or supplements thereto relating to Parent shall cooperate with the Company Stockholder Meeting to be held in connection with the Merger (preparation of the “Proxy Statement”)foregoing. The Company shall file Company, with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company Parent’s cooperation, shall use its reasonable best efforts to respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Proxy Statement as soon as practicable following the date hereof. The Company will use its reasonable best efforts to (i) cause the Proxy Statement to be mailed to the Company’s stockholders, in each case as promptly as practicable after the SEC confirms that it has no further comments on the Proxy Statement and (ii) ensure that the Proxy Statement, and any comments of amendments or supplements thereto, comply in all material respects with the rules and regulations promulgated by the SEC under the Exchange Act. No filing of, or amendment or supplement to, or correspondence with the SEC with respect to the Proxy Statement. Each of Statement will be made by the Company without providing Parent and Parentits counsel with a reasonable opportunity to review and comment thereon before such filing, as promptly as practicableamendment, supplement or correspondence is made, and the Company shall furnish all information concerning such party give reasonable and good faith consideration to any comments made by Parent and its counsel; provided, however, that the other as may be reasonably requested in connection foregoing shall not apply with the preparationrespect to a Takeover Proposal, filing and distribution of the Proxy Statementa Superior Proposal, a Company Adverse Recommendation Change or any matters relating thereto. The Company shall promptly (i) notify Parent upon the receipt and its counsel of any comments or other communications that the Company or its counsel receives from time to time from the SEC or its staff or any request from the SEC or its staff for amendments or supplements with respect to the Proxy Statement promptly after receipt of those comments or other communications and shall provide Parent with copies of all correspondence between it and its representativescounsel copies thereof to the extent received in writing and (ii) provide Parent and its counsel a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on such response (to which reasonable and good faith consideration shall be given), on including, to the extent reasonably practicable, by participating with the Company or its counsel in any discussions or meetings with the SEC. The Company and Parent shall cooperate with one handanother (i) in determining whether any action by or in respect of, and or additional filings with, the SEC is required in connection with the consummation of the Transactions and its staff(ii) in taking such actions or making any such filings, on furnishing information required in connection therewith and seeking timely to obtain any such actions or make such filings. Each of Parent and Merger Sub shall cooperate with the other hand. If at any time prior Company in connection with the preparation and filing of the Proxy Statement, including promptly furnishing to the Company Stockholder Meeting, in writing upon request any and all information relating to the Company, Parent or any of their respective affiliates, officers or directors, should it as may be discovered by the Company or Parent which should required to be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not under applicable Law. Parent agrees that such information supplied by it in writing for inclusion (or incorporation by reference) in the Proxy Statement will not, on the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, 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 are were made, not misleading. If, at any time prior to the Effective Time, any information relating to Parent or its Affiliates, officers or directors, should be discovered by Parent which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any untrue statement 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 discovers such information Parent shall promptly notify the other parties hereto and Company so that it may file with the SEC an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated disseminate such amendment or supplement to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly soon as practicable following the date of this Agreement, the Company shall prepare and and, no later than April 7, 2011, file with the SEC the preliminary a proxy statement and any amendments or supplements thereto in preliminary form relating to the Company Stockholder Stockholders Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall will cause the mailing of the definitive Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and shall use its reasonable best efforts to cause the Proxy Statement to be mailed to stockholders of the Company at as soon as reasonably practicable after (i) if the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any does not receive comments of from the SEC with respect to the preliminary Proxy Statement and does not reasonably believe that it will receive comments, promptly following the tenth calendar day immediately following the date of filing of the preliminary Proxy Statement with the SEC and (ii) if the Company does receive comments from the SEC with respect to the preliminary Proxy Statement, clearance by the SEC with respect to such comments. Each Parent and Merger Sub shall cooperate with the Company in connection with the preparation of the Proxy Statement, including, but not limited to, furnishing to the Company any and Parent, as promptly as practicable, shall furnish all information concerning such party to the other regarding Parent and Merger Sub and their respective Affiliates as may be reasonably requested in connection with appropriate or required to be disclosed therein as promptly as possible after the preparation, filing and distribution of the Proxy Statementdate hereof. The Company parties shall notify each other promptly notify Parent upon of the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall provide Parent supply each other with copies of all correspondence between it and such or any of its representatives, on the one hand, and the SEC and or its staff, on the other hand. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement with respect to the Proxy Statement, so that Statement or the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or responseMerger.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly soon as reasonably practicable following the date of this Agreement, the Company Aztar shall prepare the Proxy Statement and Columbia shall assist Aztar in such preparation. Aztar shall use its reasonable best efforts to file the Proxy Statement with the SEC the preliminary proxy statement as soon as possible and any amendments or supplements thereto relating to the Company Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). The Company shall file with the SEC the definitive Proxy Statement and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company at the earliest practicable date. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each of the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent 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 with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding possible to any comments of the SEC with respect thereto. Aztar will use its reasonable best efforts to cause the Proxy Statement to be mailed to Aztar's stockholders as promptly as practicable. Each party will advise the other, promptly after it receives notice thereof, of the receipt of any comments from the SEC with respect to the Proxy Statement or any supplement or amendment, or any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If prior to the Effective Time any event occurs with respect to Aztar, Columbia or any subsidiary of Aztar or Columbia, respectively, or any change occurs with respect to information supplied by or on behalf of Aztar or Columbia, respectively, for inclusion in the Proxy Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Company Proxy Statement, Aztar or Columbia, as applicable, shall promptly notify the other of such event, and Columbia shall cooperate with Aztar in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by law, in disseminating the information contained in such amendment or supplement to Aztar's stockholders. Aztar shall provide Parent Columbia with a reasonable opportunity to review and comment on any draft Proxy Statement, any draft amendment thereto, and any correspondence with the SEC concerning the Proxy Statement, and shall file or submit any of the foregoing only once such document or responsedraft is in a form reasonably acceptable to Columbia and Aztar.