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 after the date hereof (but in no event more than ten (10) Business Days thereafter), the Company shall prepare and file with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each of the Company and Parent shall furnish all information concerning such 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 (and in any case no later than 24 hours after) 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. 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 consider in good faith all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the 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 that 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 Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As If required under applicable Law in order to consummate the Merger, as promptly as practicable after the date hereof (but in no event more than ten (10) Business Days thereafter)Acceptance Time or the expiration of any “subsequent offering periods”, the Company and Parent shall prepare and the Company shall file with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the stockholders of the Company and as promptly as practicable. Parent shall furnish to the Company all information concerning such Person to the other 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 (and in any case no later than 24 hours after) the receipt of any comments from the SEC No filing of, or its staff amendment or any request from the SEC or its staff for amendments or supplements to supplement 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. Each of will made by the Company and without providing Parent shall use a 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 consider in good faith all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedthereon. If, If at any time prior to the Stockholders Meeting, Effective Time any information relating to the CompanyCompany or Parent, Parent or any of their respective Affiliates, officers directors or directors officers, 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 such document 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 made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto, hereto 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 Company Stockholdersstockholders of the Company. Except in connection with a Company Board Recommendation Change expressly permitted The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by Section 5.3(b), no amendment the SEC or supplement the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall be made by supply each other with copies of all correspondence between it or any of its Representatives, on the Company without one hand, and the prior written approval SEC or the staff of Parentthe SEC, which approval shall not be unreasonably withheldon the other hand, conditioned with respect to the Proxy Statement or delayedthe Merger.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly soon as practicable after following the date hereof (but in no event more than ten (10) Business Days thereafter)of this Agreement, the Company Innovo shall prepare and file with the SEC the preliminary proxy statement Securities and Exchange Commission (as amended or supplemented, the “Proxy StatementSEC”). Each of the Company and Parent shall furnish all information concerning such Person to the other as may be reasonably requested in connection with the preparation, filing and distribution of ) the Proxy Statement. The Company Innovo shall promptly notify Parent upon (and in any case no later than 24 hours after) the receipt of any comments from the SEC or use its staff or any request from the SEC or its staff for amendments or supplements Best Efforts to cause the Proxy Statement and shall provide Parent with copies of all correspondence between it and to be mailed to its Representatives, on the one hand, and the SEC and its staff, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond stockholders as promptly as practicable to any comments after the filing of the SEC Proxy Statement with the SEC. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder. Innovo shall, as promptly as practicable after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments, with respect to the Proxy StatementStatement received from the SEC. 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 Innovo will provide Buyer with respect thereto, the Company (i) shall provide Parent an a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such document or response, (ii) shall consider in good faith all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to with the SEC, prior and will provide Buyer with a copy of all such filings made with the SEC. No filing of, or amendment or supplement to, the Proxy Statement will be made by Innovo without providing Buyer the opportunity to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedreview and comment thereon. If, If at any time prior to the Stockholders Meeting, Closing any information relating to the CompanyBusiness, Parent Seller or Innovo or any of their respective Affiliates, officers or directors directors, should be discovered by the Company Innovo or Parent Buyer which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall such document 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 party that which discovers such information shall promptly notify the other parties hereto, hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Lawlaw, disseminated to the Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to the Proxy Statement shall be made by the Company without the prior written approval stockholders of Parent, which approval shall not be unreasonably withheld, conditioned or delayedInnovo.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly The Company shall, as soon as reasonably practicable following the date of this Agreement (but in any event within 20 Business Days after the date hereof (but in no event more than ten (10) Business Days thereafterhereof), the Company shall prepare and file with the SEC the Proxy Statement in preliminary proxy statement (as amended or supplementedform, the “Proxy Statement”). Each of and the Company and Parent shall furnish all information concerning such Person shall, as soon as reasonably practical following the date of this Agreement (but in any event within 20 Business Days after the date hereof) jointly prepare and file with the SEC the Schedule 13E-3, subject, in each case, to the Company or the Parent receiving all necessary information from the other, its Affiliates and other as may third parties required to be provided in the Proxy Statement or the Schedule 13E-3. Parent and Sub shall provide the Company with information the Company reasonably requested requests for inclusion in connection with the preparation, filing and distribution of the Proxy Statement, and Parent, Sub and the Company shall cooperate in the preparation of the Schedule 13E-3. The Company shall promptly notify Parent upon (and in any case no later than 24 hours after) 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. Each of the Company and Parent shall each use their reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company and Parent shall notify each other promptly, and in any event within one (1) Business Day, of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Schedule 13E-3, or for additional information, and shall supply each other with copies of all correspondence between the Company or Parent, or any of their respective Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Schedule 13E-3 or the Transactions contemplated hereby. Notwithstanding The Company shall use its reasonable best efforts to prepare and file with the foregoingSEC the definitive Proxy Statement and to cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable. The Company (and, prior to filing or mailing in the case of the Schedule 13E-3, the Company and Parent jointly) shall cause the Proxy Statement (or any amendment or supplement thereto) or responding and the Schedule 13E-3 to any comments comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC with respect thereto, and the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall consider in good faith all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedNASDAQ National Market. If, If at any time prior to receipt of the Stockholders MeetingCompany Stockholder Approval, any information relating to the Company, Parent Parent, Sub or any of their respective Affiliates, directors or officers or directors should be discovered by the Company or Parent, that the Company or Parent which determines should be set forth in an amendment or supplement to the Proxy StatementStatement or the Schedule 13E-3, so that the Proxy Statement or the Schedule 13E-3 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 that discovers such information shall promptly notify the other parties heretoparty, and an appropriate amendment amendment, supplement or supplement other filing incorporated by reference into the Proxy Statement or the Schedule 13E-3 describing such information shall be filed by the Company (or, in the case of the Schedule 13E-3, jointly by the Company and Parent) with the SEC and, to the extent required by applicable Law, disseminated to the Company Stockholdersstockholders of the Company, in each case, as promptly as reasonably practicable. Except Notwithstanding the foregoing, prior to filing or mailing the preliminary or definitive Proxy Statement (or, in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b)each case, no any amendment or supplement thereto) or responding to the Proxy Statement shall be made by comments of the SEC or its staff with respect thereto, the Company without the prior written approval of (i) shall provide Parent a reasonable opportunity to review and comment on such document or response and (ii) shall include in such document or response all reasonable comments proposed by Parent, which approval shall not be unreasonably withheld, conditioned or delayed.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As If the adoption of this Agreement by the Company's stockholders is required by applicable Law, the Company shall, as promptly as practicable after following the date hereof (but in no event more than ten (10) Business Days thereafter)Offer Closing, the Company shall prepare and file with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). The Company shall use its commercially reasonable efforts to cause the definitive Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after such filing. Each of the Company and Parent shall furnish all information concerning such Person 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 (and in any case no later than 24 hours after) 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. Each of the Company and Parent shall use commercially 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 consider include in good faith such document or response all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective Affiliatesaffiliates, 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 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 that 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 Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to stockholders of the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedCompany.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after following the date hereof (but in no event more than ten (10) Business Days thereafter)of this Agreement, the Company shall prepare and file with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each of Parent shall provide to the Company and Parent shall furnish all information concerning such Person to the other Parent and Sub 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 resolution of comments referred to below. The Company shall as promptly as practicable notify Parent upon (and in any case no later than 24 hours after) 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 with copies of all material correspondence between it the Company and its Representatives, on the one hand, and the SEC and its staffor the staff of the SEC, on the other hand. Each of the The Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior Statement and to filing or mailing cause the Proxy Statement (or any amendment or supplement thereto) or responding to any comments be mailed to the stockholders of the SEC with respect thereto, Company as promptly as reasonably practicable following the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall consider in good faith all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval date of Parent, which approval shall not be unreasonably withheld, conditioned or delayedthis Agreement. If, If at any time prior to the Stockholders Meeting, Stockholders’ Meeting there shall occur or be discovered any event or any information relating to the Company, Parent Parent, Sub or any of their respective Affiliates, officers or directors should be discovered by the Company or Parent which 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 that discovers such information Company shall promptly notify the other parties hereto, prepare and an appropriate amendment or supplement describing such information shall be filed file with the SEC and, to the extent required by applicable Law, disseminated mail to the Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no Company’s stockholders an appropriate amendment or supplement describing such event or information. Prior to filing or mailing the Proxy Statement shall be made by (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 without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned provide Parent a reasonable opportunity to review and to propose comments on such document or delayedresponse.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after following the date hereof (but in no event more than ten (10) Business Days thereafter)of this Agreement, the Company and Purchaser shall prepare cooperate in jointly preparing the Proxy Statement and the Company shall file the Proxy Statement with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each of the Company and Parent shall furnish all information concerning such Person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy StatementSEC. The Company shall promptly notify Parent upon (and in any case no later than 24 hours after) the receipt of any comments from the SEC or use 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. Each of the Company and Parent shall use commercially 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 stockholders of the Company as promptly as practicable following the date of this Agreement. The Company shall promptly notify Purchaser upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy StatementStatement and shall provide Purchaser with copies of all correspondence between the Company, on the one hand, and the SEC and the staff of the SEC, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) thereto or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company (i) shall provide Parent Purchaser and its counsel an opportunity to review and comment on such document or response, response and (ii) shall consider include in good faith such document or response all such comments reasonably proposed by Parent and (iii) Purchaser; provided that Purchaser shall not file use commercially reasonable efforts to provide or mail such document, or respond cause to be provided its comments to the SEC, prior Company as promptly as reasonably practicable after the Proxy Statement or response to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedSEC comments is transmitted to Purchaser for its review. If, at Whenever any time prior event occurs that is required to the 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 Company or omit to state any material fact required to be stated therein or necessary in order to make Purchaser, as the statements thereincase may be, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall will promptly notify inform the other parties hereto, of such occurrence and an appropriate amendment or supplement describing such information shall be filed cooperate in filing with the SEC and, and/or mailing to the extent required by applicable Law, disseminated stockholders of the Company such amendment or supplement. Notwithstanding any other provision herein to the Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b)contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement shall be made by the Company without the prior written approval of Parentboth parties, which approval shall not be unreasonably withheld, conditioned withheld or delayed; provided, however, that with respect to documents filed by a party that are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to this Agreement or the Transaction.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after following the date hereof (of this Agreement, but in no event more later than ten (10) Business Days thereafter), the Company shall prepare and file with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each of the Company and Parent parties shall furnish all information concerning such Person itself and its Affiliates that is required to be included in the other as may be reasonably requested Proxy Statement or that is customarily included in proxy statements prepared in connection with the preparation, filing and distribution transactions of the type contemplated by this Agreement. The Company shall use all commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy StatementStatement and to cause the definitive Proxy Statement to be mailed to the Company's stockholders as promptly as reasonably practicable after the date of this Agreement. The Company shall promptly notify Parent upon (and in any case no later than 24 hours after) 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 copies of all correspondence between it the Company and its Representativesrepresentatives, on the one hand, and the SEC and its staff, on the other hand. Each of If at any time prior to the Effective Time any information relating to the Company and or Parent, or any of their respective directors, officers or Affiliates, should be discovered by the Company or Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect which should be set forth in an amendment or 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 party which discovers such information shall promptly notify the other 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 anything to 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 with respect thereto, the Company shall (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall consider include in good faith such document or response all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, document or respond to the SEC, SEC prior to receiving the prior written approval of Parent's approval, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the 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 that 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 Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned withheld or delayed.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after the execution of this Agreement (and in any event no later than fifty-five calendar days after the date hereof (but in no event more than ten (10hereof) Business Days thereafter)and subject to applicable Law, the Company shall prepare the Proxy Statement in preliminary form and after consultation with, and good faith consideration of any comments made by, Parent, file it with the SEC the preliminary proxy statement (as amended or supplementedSEC. Subject to Section 5.02, the “Proxy Statement”). Each Board of Directors of the Company shall make the Company Board Recommendation to the stockholders of the Company and shall include such recommendation in the Proxy Statement. Parent shall furnish provide to the Company all information concerning such Person to the other Parent, Merger Sub and their respective Affiliates as may be reasonably requested by the Company and customary in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon (and in any case no later than 24 hours after) 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 of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments in the preparation 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 and the resolution of 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 consider in good faith all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to thereto received from the SEC, prior to receiving the prior written approval of Parent, which approval . The Company shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the 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 cause the Proxy Statement, so that at the time of the mailing of the Proxy Statement shall or any amendments or supplements thereto, and at the time of the Company Stockholders’ Meeting, not to 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 misleadingmisleading and to comply as to form in all material respects with the Exchange Act and any applicable requirements under applicable Law, except that no representation, warranty, covenant or agreement is made by the party that discovers Company with respect to (i) statements made or incorporated therein relating to Parent or its Affiliates, including Merger Sub, or based on information supplied by or on behalf of Parent, Merger Sub or any Representatives thereof for inclusion or incorporation by reference in the Proxy Statement or (ii) any financial projections or forward-looking statements. 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 contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall notify Parent in writing promptly notify 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 parties heretohand, with respect to the Proxy Statement (including all comments from the SEC with respect thereto). The Company shall use 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 an appropriate amendment or supplement describing such information shall use reasonable best efforts to (A) cause the definitive Proxy Statement to be filed with the SEC and, to the extent required by applicable Law, and disseminated to its stockholders as promptly as reasonably practicable after the earlier of (i) the resolution of any such comments, (ii) receiving notification that the SEC is not reviewing the preliminary Proxy Statement or (iii) the first Business Day that is at least 10 days after the filing of the preliminary Proxy Statement if the SEC has not informed the Company that it intends to review the Proxy Statement, and (B) conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act and establish a record date for the Company Stockholders’ Meeting. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no Prior to the filing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the Proxy Statement shall be made by stockholders of the Company, or responding to any comments from the SEC with respect thereto, the Company without the prior written approval of Parentshall provide Parent with a reasonable opportunity to review and to propose comments on such document or response, which approval the Company shall not be unreasonably withheld, conditioned or delayedconsider in good faith.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As soon as practicable following the date of this Agreement (but in any event within twenty (20) business days after the date of this Agreement), (i) the Company shall 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, (iii) the Company shall file the Proxy Statement with the SEC. The Company shall 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 Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable after the date hereof (but in no event more than ten (10) Business Days thereafter), Proxy Statement is cleared by the Company shall prepare and file with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each of the Company and Parent shall furnish all information concerning such Person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy StatementSEC. The Company shall promptly (but in any event within twenty-four (24) hours) notify Parent upon (and in any case no later than 24 hours after) 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 Representativesrepresentatives, on the one hand, and the SEC and its staff, on the other hand. Each of In the event that the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to receives any comments of from the SEC with respect or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement, 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. 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 (ix) shall provide Parent an with a reasonable opportunity to review and comment on such document or response, any drafts of the Proxy Statement and related correspondence and filings and (iiy) shall reasonably consider in good faith all such comments reasonably proposed by Parent for inclusion in such drafts, correspondence and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedfilings. If, If at any time prior to the Stockholders Meeting, Effective Time any fact or information relating to the Company, Parent or any of their respective Affiliates, officers or directors should Company shall be discovered by the Company or Parent which should be set forth in an amendment of or a supplement to the Proxy 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 party that discovers Company shall, in accordance with the procedures set forth in this Section 5.1(a), prepare and file with the SEC 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, as soon thereafter as is reasonably practicable and to the extent required by applicable Law, disseminated to the Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no cause such amendment or supplement to be distributed to the Proxy Statement shall be made by stockholders of the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedCompany.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after the date hereof of this Agreement (but and in any event no event more later than ten twenty (1020) Business Days thereafter)after the date of this Agreement, the Company Company, with the assistance of Parent and Merger Sub to the extent reasonably necessary, shall prepare and file the Proxy Statement with the SEC SEC. The Company shall use reasonable best efforts to (i) cause the preliminary proxy statement (as amended or supplemented, Proxy Statement to comply in all material respects with the “Proxy Statement”). Each requirements of the Company Exchange Act (and Parent shall furnish all information concerning the rules and regulations thereunder) applicable thereto as of the date of such Person to the other as may be reasonably requested in connection with the preparation, filing and distribution of (ii) respond as promptly as reasonably practicable to all comments received from the SEC or its staff concerning 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 (and in any case no later than 24 hours after) 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 material correspondence between it and its Representativesthe Company, on the one hand, and the SEC and or its staff, on the other hand. 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 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 (i) shall provide provide, and, if applicable, cause its Representatives to provide, Parent an a reasonable opportunity to review and comment propose comments on such document Proxy Statement (or response, (iisuch amendment or supplement thereto) or response to the SEC and shall consider in good faith all consider such comments reasonably proposed by Parent for inclusion therein. Each of Parent and (iii) Merger Sub shall not file or mail such documentcooperate reasonably with the Company in connection with the preparation and filing of the Proxy Statement, or respond including promptly furnishing to the SEC, prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at Company in writing any time prior to the Stockholders Meeting, 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 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 that 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 Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As soon as practicable following the date of this Agreement (but in any event within ten (10) business days after the date of this Agreement), (i) the Company shall 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) the Company shall file the Proxy Statement with the SEC. The Company shall 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 Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable after the date hereof (but in no event more than ten (10) Business Days thereafter), Proxy Statement is cleared by the Company shall prepare and file with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each of the Company and Parent shall furnish all information concerning such Person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy StatementSEC. The Company shall promptly (but in any event within twenty-four (24) hours) notify Parent upon (and in any case no later than 24 hours after) 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 Representativesrepresentatives, on the one hand, and the SEC and its staff, on the other hand. Each of In the event that the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to receives any comments of from the SEC with respect or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement, 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. 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 (ix) shall provide Parent an with a reasonable opportunity to review and comment on such document or response, any drafts of the Proxy Statement and related correspondence and filings and (iiy) shall reasonably consider in good faith all such comments reasonably proposed by Parent for inclusion in such drafts, correspondence and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedfilings. If, If at any time prior to the Stockholders Meeting, Effective Time any fact or information relating to the Company, Parent or any of their respective Affiliates, officers or directors should Company shall be discovered by the Company or Parent which should be set forth in an amendment of or a supplement to the Proxy 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 party that discovers Company shall, in accordance with the procedures set forth in this Section 5.1(a), prepare and file with the SEC 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, as soon thereafter as is reasonably practicable and to the extent required by applicable Law, disseminated to the Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no cause such amendment or supplement to be distributed to the Proxy Statement shall be made by stockholders of the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedCompany.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after following the date hereof (but in no event more than ten (10) Business Days thereafter)of this Agreement, the Company and Parent shall prepare and the Company shall file with the SEC the preliminary proxy statement (Proxy Statement and the Company shall use its commercially reasonable efforts to respond as amended or supplemented, promptly as practicable to any comments of the “SEC with respect thereto and to cause the Proxy Statement”). Each Statement to be mailed to the stockholders of the Company and Parent shall furnish all information concerning such Person to as promptly as practicable following the other as may be reasonably requested in connection with the preparation, filing and distribution date of the Proxy Statementthis Agreement. The Company shall promptly notify Parent upon (and in any case no later than 24 hours after) 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 Representatives, on the one hand, and the SEC and its staffthe staff of the SEC, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC hand 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 or the staff of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, response and (ii) shall consider include in good faith such document or response all such comments reasonably proposed by Parent; provided that Parent and (iii) shall not file use commercially reasonable efforts to provide or mail such document, or respond cause to be provided its comments to the SEC, prior Company as promptly as reasonably practicable after such document or response is transmitted to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedParent for its review. If, If at any time prior to the Stockholders Meeting, Effective Time any information relating to the CompanyCompany or Parent, Parent or any of their respective Affiliates, officers directors or directors officers, should be discovered by the Company or Parent which that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall such document 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 party that discovers such information shall promptly notify the other parties hereto, hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Lawlaw, disseminated to the Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to stockholders of the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedCompany.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after following the date hereof (but in no event more than ten (10) Business Days thereafter)of this Agreement, the Company shall prepare and, no later than the 10th 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 (as amended or supplementedProxy Statement. Notwithstanding anything contained in this Agreement to the contrary, absent any Legal Restraint which has the effect of preventing such action, the “Company shall, subject to Parent’s reasonable cooperation, file with the SEC the definitive Proxy Statement”)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 to occur on that day or as promptly as reasonably practicable thereafter. Each of the Company and Parent shall furnish all information concerning such Person 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 (and in any case no later than 24 hours after) 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 staff, on the other hand. Each of the Company and Parent shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding any of the foregoingforegoing sentences in this paragraph, 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 consider include in good faith such document or response all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, document or respond to the SEC, SEC prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned withheld or delayed. If, If at any time prior to the 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 that which 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 by the Company and, to the extent required by applicable Law, disseminated to the Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to stockholders of the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedCompany.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As If the adoption of this Agreement by the Company’s stockholders is required by applicable Law, the Company shall, as promptly as practicable after following the date hereof (but Offer Closing and the expiration of any “subsequent offering period” provided by Parent pursuant to and in no event more than ten (10) Business Days thereafter)accordance with this Agreement, the Company shall prepare and file with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). The Company shall use its commercially reasonable efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after such filing. Each of the Company and Parent shall furnish all information concerning such Person 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 (and in any case no later than 24 hours after) 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. Each of the Company and Parent shall use commercially 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 consider include in good faith such document or response all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective Affiliatesaffiliates, 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 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 that 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 Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to stockholders of the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedCompany.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after the date hereof (but in no event more than ten (10) Business Days thereafter)execution of this Agreement, the Company shall prepare and file with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each of the Company and Parent shall furnish all information concerning such 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 (obtain and furnish the information required to be included in any case no later than 24 hours after) 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. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of made by the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing Statement and cause the Proxy Statement (or any amendment or supplement thereto) or responding and form of proxy to any comments be mailed to the Company's stockholders at the earliest practicable date. Parent shall cooperate in the preparation of the SEC Proxy Statement and shall as soon as reasonably practicable after the date hereof furnish the Company with all information for inclusion in the Proxy Statement as the Company may reasonably request. The Company agrees, as to information with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall consider in good faith all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective Affiliatesits officers, officers or directors should be discovered by the Company or Parent which should be set forth directors, stockholders and subsidiaries contained in an amendment or supplement to the Proxy Statement, so that and Parent agrees, as to information with respect to Parent and its officers, directors, stockholders and subsidiaries contained in the Proxy Statement shall that such information, at the date the Proxy Statement is mailed and (as amended or supplemented) at the time of the Company Stockholders Meeting, will not contain be false or misleading with respect to any untrue statement of a material fact 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 in which they are made, not misleading. Parent and its counsel shall be given the opportunity to review the Proxy Statement and all amendments or supplements thereof prior to their being filed with the SEC, and the party that discovers Company shall not make any such filing without consulting with Parent. The Company will advise Parent, promptly after it receives notice thereof, of the time when the Proxy Statement has been cleared by the SEC or any request by the SEC for an amendment of the Proxy Statement or comments from the SEC thereon and proposed responses thereto or requests by the SEC for additional information and Company shall promptly notify furnish copies to Parent. The Company, on the one hand, and Parent, on the other parties heretohand, agree to promptly correct any information provided by either of them for use in the Proxy Statement if any, if and to the extent that it shall have become materially false or misleading, and an appropriate amendment or supplement describing such information shall the Company further agrees to take all steps reasonably necessary to cause the Proxy Statement as so corrected to be filed with the SEC andand to use all reasonable efforts to cause the Proxy Statement to be disseminated to the Company's stockholders, in each case, as and to the extent required by applicable Law, disseminated to the Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedlaws.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after the date hereof (but in no event more than ten and the Company will use its reasonable best efforts to cause to occur within thirty (1030) Business Days thereaftercalendar days after the execution of this Agreement), (i) the Company shall prepare the Proxy Statement and, subject to receipt from Parent and file Acquisition Sub of the information and assistance described in clause (ii) below, cause to be filed with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each of ; and (ii) Parent and Acquisition Sub shall promptly furnish to the Company and Parent shall furnish all information concerning themselves and their Affiliates that is reasonably requested or required to be included in the Proxy Statement and shall promptly provide such Person to other assistance in connection with the other preparation and filing of the Proxy Statement as may be reasonably requested in connection with by the preparationCompany from time to time. Except to the extent prohibited by Law, filing and distribution of the Proxy Statement. The Company shall (A) promptly notify Parent in writing upon (and in any case no later than 24 hours after) 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 or descriptions of any material updates or material oral communications between it the Company and its Representatives, on the one hand, and the SEC and its staffor the staff of the SEC, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. Each of the The Company and Parent shall use reasonable best efforts (with the assistance of, and 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 the staff of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior Prior to filing or mailing disseminating the Proxy Statement (or any amendment or supplement thereto, other than filings under the Exchange Act that are either not related to this Agreement or that relate to a Competing Proposal or are otherwise permitted to be made under Section 6.8 without review by Parent) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, to the extent reasonably practicable after such filing, the Company (i) shall consult with Parent and provide Parent an 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, (ii) shall consider in good faith all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the 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 thereinexcept, in light of the circumstances under which they are made, not misleading, the party that 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 andeach case, to the extent required prohibited by applicable Law, disseminated to the Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As Subject to the reasonable cooperation of Parent, as promptly as practicable after following the date hereof (but of this Agreement, and in any event no event more later than ten (10) Business Days thereafter)the last business day of calendar year 2005, the Company shall prepare and file with the SEC the preliminary proxy statement 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 to occur on the 10th calendar day (as amended or supplementedor, 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 or if not practicable, then as promptly as practicable thereafter. 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”). Each of the Company and Parent shall furnish all information concerning such Person 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 (and in any case no later than 24 hours after) 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 staff, on the other hand. 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) if the Company shall consider not have made an Adverse Recommendation Change, shall include in good faith such document or response all such comments reasonably proposed by Parent and (iii) if the Company shall not have made an Adverse Recommendation Change, shall not file or mail such document, document or respond to the SEC, SEC prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, Nothing contained in this Agreement shall be construed to limit the right of Parent to file and mail a proxy statement in respect of the Merger that is separate from and in addition to the Proxy Statement. If at any time prior to the 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 that which 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. Each of Parent and the Company Stockholders. Except shall bear and pay one-half of the cost of printing and mailing the Proxy Statement and any supplement thereto; provided that each of Parent and the Company shall bear and pay 100% of the cost of printing and mailing its own supplemental proxy statement in connection with the event that Parent elects to print and mail a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement proxy statement separate from and in addition to the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedStatement.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after the date hereof hereof, (but in no event more than ten (10i) Business Days thereafter), the Company shall prepare and file with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each of , (ii) Parent and Acquisition Sub shall promptly furnish to the Company and Parent shall furnish all information concerning themselves and their Affiliates that is reasonably requested or required to be included in the Proxy Statement and shall promptly provide such Person to other assistance in the other preparation 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 connection clause (ii) above, the Company shall, no later than fifteen (15) days following the date hereof (unless prohibited by any Order), file the Proxy Statement with the preparationSEC; provided that if the fifteenth (15th) day following the date hereof is not a Business Day, filing and distribution of the Company may file the Proxy StatementStatement on the next succeeding Business Day. The Except to the extent prohibited by Law, the Company shall (A) promptly notify Parent upon (and in any case no later than 24 hours after) 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 Representatives, on the one hand, and the SEC and its staffor the staff of the SEC, on the other hand, with respect to the Proxy Statement. Each of the The Company and Parent shall use reasonable best efforts (with the assistance of, 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. 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 (i) shall consult with Parent and provide Parent an 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, (ii) shall consider in good faith all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the 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 thereinexcept, in light of the circumstances under which they are madeeach case, not misleading, the party that 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, (x) to the extent required prohibited by applicable Law, disseminated to the Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no Law or (y) for any amendment or supplement to the Proxy Statement shall be in connection with a Change of Recommendation made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedin accordance with Section 5.5.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after following the date hereof (of this Agreement, but in no event more later than ten July 21, 2017 (10) Business Days thereafteras long as Parent has complied with its obligation to cooperate with the Company set forth in this Section 5.14(a)), the Company shall prepare and file with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each of the Company , and Parent shall furnish all information concerning such Person to the other as may be reasonably requested in connection cooperate with the preparationCompany with the preparation of the foregoing. The Company, filing with Parent’s cooperation, shall use commercially reasonable efforts to respond as promptly as reasonably practicable to and distribution of resolve all comments received from the SEC or its staff concerning the Proxy Statement. The Company shall promptly notify Parent upon (and in any case no later than 24 hours after) 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 it and its Representativesin definitive form to be mailed to the Company’s stockholders, on the one hand, and the SEC and its staff, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond in each case as promptly as reasonably practicable to any after the SEC confirms that it has no further comments of on the Proxy Statement. No filing of, or amendment or supplement to, or correspondence with 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, will be made by the Company (i) shall provide without providing Parent an a reasonable opportunity to review and comment on such document thereon; provided, however, that the foregoing shall not apply with respect to an Competing Proposal, a Superior Proposal, a Change of Company Recommendation or response, (ii) shall consider in good faith all such comments reasonably proposed by any matters relating thereto. Each of Parent and (iii) Sub shall not file or mail such documentcooperate with the Company in connection with the preparation and filing of the Proxy Statement, or respond including promptly furnishing to the SEC, prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at Company in writing upon request any time prior to the Stockholders Meeting, 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 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 misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information 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. The Company Stockholdersagrees that 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 were made, not misleading. Except If, at any time prior to the Effective Time, any information relating to Company or its Affiliates, officers or directors, should be discovered by the Company which should be set forth in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no an amendment or supplement to the Proxy Statement shall be made by 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 without shall promptly notify Parent and subsequently file with the prior written approval SEC an appropriate amendment or supplement describing such information and, to the extent required by Law, disseminate such amendment or supplement to the stockholders of Parent, which approval shall not be unreasonably withheld, conditioned or delayedthe Company.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly soon as reasonably practicable after the date hereof (but in no event more than ten (10) Business Days thereafter)execution of this Agreement, the Company shall shall, with the assistance of Parent, prepare the Proxy Statement and file it with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each of the Company and Parent shall furnish all information concerning such Person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy StatementSEC. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC or its staff concerning the Proxy Statement and shall cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the resolution of any such comments. The Company shall notify Parent promptly upon (and in any case no later than 24 hours after) the receipt of any comments from the SEC or its staff or any other government officials and of any request from by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall provide supply Parent with copies of all correspondence between it and the Company or any of its Representatives, on the one hand, and the SEC and SEC, or its staffstaff or any other government officials, on the other hand. 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 Without limiting the generality of the foregoing, each of Parent and Merger Sub shall cooperate 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. Parent shall ensure that such information supplied by it in writing specifically 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 the light of the circumstances under which they are made, not misleading. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement Statement, or filing any other required filings (or or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, to the extent practicable, the Company (i) shall provide Parent an with a reasonable opportunity to review and comment on such document or response, (ii) response and shall consider Parent’s comments in good faith all such comments reasonably proposed by Parent and (iii) faith. The Company shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the 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 ensure that the Proxy Statement shall not (i) 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 made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, misleading and an appropriate amendment or supplement describing such information shall be filed (ii) will comply as to form in all material respects with the SEC and, applicable requirements of the Exchange Act. Each of Parent and Merger Sub agrees to the extent required correct any information provided by applicable Law, disseminated to the Company Stockholders. Except it for use in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to the Proxy Statement which shall be made have become false or misleading. The Company assumes no responsibility with respect to information supplied in writing by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedProxy Statement.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after the date hereof (but in no event more than ten (10) Business Days thereafter)execution of this Agreement, the Company shall prepare and file with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each of the Company and Parent shall furnish all information concerning such 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 (obtain and furnish the information required to be included in any case no later than 24 hours after) 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. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of made by the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing Statement and cause the Proxy Statement (or any amendment or supplement thereto) or responding and form ofproxy to any comments be mailed to the Company’s stockholders at the earliest practicable date. Parent shall cooperate in the preparation of the SEC Proxy Statement and shallas soon as reasonably practicable after the date hereof furnish the Company withall information for inclusion in the Proxy Statement as the Company may reasonably request. The Company agrees, as to information with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall consider in good faith all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective Affiliatesits officers, officers or directors should be discovered by the Company or Parent which should be set forth directors, stockholders and subsidiaries contained in an amendment or supplement to the Proxy Statement, so and Parent agrees, as to information with respect to Parent andits officers, directors, stockholders and subsidiaries contained in the ProxyStatement that such information, at the date the Proxy Statement shall is mailed and (as amended or supplemented) at the time of the Company Stockholders Meeting, will not contain be false or misleading with respect to any untrue statement of a material fact 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 in which they are made, not misleading. Parent and its counsel shall be given the opportunity to review the Proxy Statement and all amendments or supplements thereof prior to their beingfiled with the SEC, and the party that discovers Company shall not make any such filing without consulting with Parent. The Company will advise Parent, promptly after it receives notice thereof, of the time when the Proxy Statement has been cleared by the SEC or any request by the SEC for an amendment of the Proxy Statement or comments from the SEC thereon and proposed responses thereto or requests by the SEC for additional information and Company shall promptly notify furnish copies to Parent. The Company, on the one hand, and Parent, on the other parties heretohand, agree to promptly correct any information provided by either of them for use in the Proxy Statement if any, if and to the extent that it shall have become materially false or misleading, and an appropriate amendment or supplement describing such information shall the Company further agrees to take all steps reasonably necessary to cause the Proxy Statement as so corrected to be filed with the SEC andand to use all reasonable efforts to cause the Proxy Statement to be disseminated to the Company’s stockholders, in each case, as and to the extent required by applicable Law, disseminated to the Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedlaws.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after the date hereof (but in no event more than ten (10) Business Days thereafter), the Company shall prepare and file with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each of the Company and Parent shall furnish all information concerning such Person 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 (and in any case no later than 24 hours afterhours) 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. 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 consider in good faith all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective Affiliatesaffiliates, 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 that 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 Company Stockholdersshareholders of the Company. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b)Change, no amendment or supplement to the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after following the date hereof (but in no event more than ten (10) Business Days thereafter)of this Agreement, the Company shall prepare and file with the SEC the preliminary a proxy statement relating to the matters set forth in Section 7.8 for which Shareholder Approval is sought (as amended or supplementedsupplemented from time to time, the “"Proxy Statement”). Each ") and the Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the Company SEC with respect thereto and Parent shall furnish all information concerning such Person to cause the Proxy Statement to be mailed to the other Company's stockholders as may be reasonably requested in connection with promptly as practicable following the preparation, filing and distribution date of the Proxy Statementthis Agreement. The Company shall promptly notify Parent Vista upon (and in any case no later than 24 hours after) 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 Vista with copies of all correspondence between it the Company and its Representativesrepresentatives, on the one hand, and the SEC and its staff, on the other hand. 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 hand which relates directly to the Proxy StatementStatement (not including any documents that may be incorporated by reference therein). 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 (i) shall provide Parent Vista an opportunity to review and comment on such document or responseresponse which relates directly to the Proxy Statement (not including any documents that may be incorporated by reference therein), (ii) shall consider include in good faith such document or response all such comments reasonably proposed by Parent Vista which relates directly to the Proxy Statement (not including any documents that may be incorporated by reference therein) and (iii) shall not file or mail such document, document which relates directly to the Proxy Statement (not including any documents that may be incorporated by reference therein) or respond to the SEC, SEC prior to receiving the prior Vista's written approval of Parentapproval, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the 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 that 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 Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned withheld or delayed.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after If the date hereof (but in no event more than ten (10) Business Days thereafter)approval of this Agreement by the Company’s stockholders is required by applicable Law, the Company shall as promptly as practicable following the Offer Closing, prepare and file with the SEC the a preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each of the Company and Parent shall furnish all information concerning such 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 (and in any case no later than 24 hours after) 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, with respect to the Proxy Statement. 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 consider include in good faith such document or response all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the 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 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 that 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 Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to stockholders of the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedCompany.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly The Company shall, as soon as practicable after the date hereof and in any event no later than the 25th calendar day immediately after the date hereof (but in no event more than ten (10) Business Days thereafteror, if such calendar day is not a business day, on the first business day subsequent to such calendar day), the Company shall prepare and file with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each of the Company and Parent shall furnish all information concerning such 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 (and in any case no later than 24 hours after) 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 handin preliminary form, and the SEC and its staff, on the other hand. Each each of 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 Statementthereto. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any questions or comments of the SEC with respect thereto(including any oral response to comments), the Company (ix) shall provide Parent an and its counsel a reasonable opportunity to review and comment on such document or responseresponse (including any proposed oral response to comments), (iiy) shall consider in good faith inclusion in such document or response all such comments reasonably proposed by Parent and (iiiz) shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval of ParentParent or its counsel, which approval shall not be unreasonably withheld, conditioned or delayed. IfWithout limiting the generality of the foregoing, at any time prior each of Parent and Sub shall cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including promptly furnishing to the Stockholders Meeting, Company in writing upon request any and all information relating to the CompanyParent, Parent or any of Sub and their respective Affiliates, officers or directors should Affiliates as may be discovered by the Company or Parent which should required to be set forth in an amendment the Proxy Statement under applicable Law. Notwithstanding anything to the contrary herein, the Company assumes no responsibility with respect to information supplied in writing by or supplement to on behalf of Parent or Sub for inclusion or incorporation by reference in the Proxy Statement; provided that, so the Company shall be responsible if Parent notifies the Company in writing of a correction to any such information and the Company fails to promptly incorporate such correction into the Proxy Statement. In connection with the foregoing, the Company shall (i) as reasonably promptly as practicable after the later of (1) the 10-day waiting period under Rule 14a-6(a) under the Exchange Act and (2) the date on which the SEC confirms that it has no further comments on the Proxy Statement (such later date, the “Clearance Date”) cause the Proxy Statement to be mailed to the Company’s stockholders (and in no event more than two business days after the Clearance Date); and (ii) use its reasonable best efforts to solicit proxies in favor of the adoption of this Agreement and obtain the Company Stockholder Approval. Parent shall not contain any untrue statement pay 50% of a material fact or omit to state any material fact all filing fees required to be stated therein or necessary in order paid to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that 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 Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedStatement.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As Within three business days or as promptly as practicable after following the date hereof (but in no event more than ten (10) Business Days thereafter)of this Agreement, the Company shall prepare and file with the SEC the preliminary proxy statement 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 to occur on the 10th calendar day (as amended or supplementedor, 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 or if not practicable, then as promptly as practicable thereafter. 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”). Each of the Company and Parent shall furnish all information concerning such Person 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 (and in any case no later than 24 hours after) 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 staff, on the other hand. 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 consider include in good faith such document or response all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, document or respond to the SEC, SEC prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, If at any time prior to the 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 that which 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 Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to stockholders of the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedCompany.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after the date hereof (but in no event more than ten (10) Business Days thereafter)execution of this Agreement, the Company shall prepare and file with the SEC the preliminary a proxy statement relating to the meeting of the Company's stockholders to be held to obtain the Stockholder Approval (as amended together with any amendments thereof or supplementedsupplements thereto, the “Proxy Statement”"PROXY STATEMENT"). Each of the Company and Parent shall furnish all information concerning such Person to the other as may be reasonably requested in In connection with the preparation, filing and distribution notice of the Proxy StatementCompany's stockholders meeting at which the Merger is to be approved by the Company's stockholders, the Company shall have complied with NRS Sections 92A.410, and thereafter, shall comply with all other applicable provisions of NRS Sections 92A.300 to 92A.500, inclusive, regarding dissenters' rights under Nevada law. The Company shall promptly notify Parent upon (obtain and furnish the information required to be included in any case no later than 24 hours after) 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. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of made by the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing Statement and cause the Proxy Statement (or any amendment or supplement thereto) or responding and form of proxy to any comments be mailed to the Company's stockholders at the earliest practicable date. Parent shall cooperate in the preparation of the SEC Proxy Statement and shall as soon as reasonably practicable after the date hereof furnish the Company with all information for inclusion in the Proxy Statement as the Company may reasonably request. The Company agrees, as to information with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall consider in good faith all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective Affiliatesits officers, officers or directors should be discovered by the Company or Parent which should be set forth directors, stockholders and subsidiaries contained in an amendment or supplement to the Proxy Statement, so and Parent agrees, as to information with respect to Parent and its officers, directors, stockholders and subsidiaries contained in the Proxy Statement, that such information, at the date the Proxy Statement shall is mailed and (as amended or supplemented) at the time of the Company Stockholders Meeting, will not contain be false or misleading with respect to any untrue statement of a material fact 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 in which they are made, not misleading. Parent and its counsel shall be given the opportunity to review and comment on the Proxy Statement and all amendments or supplements thereof prior to their being filed with the SEC. The Company will advise Parent, promptly after it receives notice thereof, of the party that discovers such information shall promptly notify time when the Proxy Statement has been cleared by the SEC or any request by the SEC for an amendment of the Proxy Statement or comments from the SEC thereon and proposed responses thereto or requests by the SEC for additional information. The Company, on the one hand, and Parent, on the other parties heretohand, agree to promptly correct any information provided by either of them for use in the Proxy Statement, if any, if and to the extent that it shall have become false or misleading, and an appropriate amendment or supplement describing such information shall the Company further agrees to take all steps reasonably necessary to cause the Proxy Statement as so corrected to be filed with the SEC andand to use its reasonable best efforts to cause the Proxy Statement to be disseminated to the Company's stockholders, in each case, as and to the extent required by applicable Law, disseminated to the Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedlaws.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after following the date hereof (but in no event more than ten (10) Business Days thereafter)of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each of the Company and Parent shall furnish all information concerning such Person 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 (and in any case no later than 24 hours after) 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. Each of the Company and Parent shall use commercially 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 consider include in good faith such document or response all such 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 prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective Affiliatesaffiliates, 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 that 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 Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to stockholders of the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedCompany.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As If the adoption of this Agreement by the Company's stockholders is required by applicable Law, the Company shall, as promptly as practicable after following the date hereof (but Offer Closing and the expiration of any "subsequent offering period" provided by Parent pursuant to and in no event more than ten (10) Business Days thereafter)accordance with this Agreement, the Company shall prepare and file with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). The Company shall use its commercially reasonable efforts to cause the definitive Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after such filing. Each of the Company and Parent shall furnish all information concerning such Person 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 (and in any case no later than 24 hours after) 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. Each of the Company and Parent shall use commercially 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 consider include in good faith such document or response all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective Affiliatesaffiliates, 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 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 that 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 Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to stockholders of the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedCompany.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after following the date hereof (but in no event more than ten (10) Business Days thereafter)of this Agreement, the Company shall prepare and file with the SEC the preliminary proxy statement Proxy Statement with the assistance and approval of MergerCos (as amended which approval shall not be unreasonably withheld or supplemented, the “Proxy Statement”delayed). Each of The Sponsor Entities shall provide to the Company and Parent shall furnish all information concerning such Person to the other Sponsor Entities 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 resolution of comments referred to below. The Company shall promptly notify Parent MergerCos upon (and in any case no later than 24 hours after) 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 MergerCos with copies of all correspondence between it the Company and its Representatives, on the one hand, and the SEC and its staffor the staff of the SEC, on the other hand. Each of the The Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior Statement and to filing or mailing cause the Proxy Statement (or any amendment or supplement thereto) or responding to any comments be mailed to the stockholders of the SEC with respect thereto, Company as promptly as reasonably practicable following the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall consider in good faith all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval date of Parent, which approval shall not be unreasonably withheld, conditioned or delayedthis Agreement. If, If at any time prior to the Stockholders Meeting, Meeting there shall occur or be discovered any event or any information relating to the Company, Parent any Sponsor Entity or any of their respective Affiliates, officers or directors should be discovered by the Company or Parent which 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 that discovers such information Company shall promptly notify prepare (with the other parties hereto, assistance and an appropriate amendment approval of MergerCos (which approval shall not be unreasonably withheld or supplement describing such information shall be filed delayed)) and file with the SEC and, to the extent required by applicable Law, disseminated mail to the Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no Company’s stockholders an appropriate amendment or supplement describing such event or information. Prior to filing or mailing the Proxy Statement shall be made by (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 without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned provide MergerCos a reasonable opportunity to review and to reasonably comment on such document or delayedresponse.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly The Company shall, as soon as practicable after the date hereof (but and in any event no event more later than ten the 25th Business Day immediately after the date hereof (10) or, if such calendar day is not a Business Days thereafterDay, on the first Business Day subsequent to such calendar day)), the Company shall prepare and file with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each of the Company and Parent shall furnish all information concerning such 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 (and in any case no later than 24 hours after) 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 handin preliminary form, and the SEC and its staff, on the other hand. Each each of 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 Statementthereto. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any questions or comments of the SEC or proxy advisory firm with respect theretothereto (including any oral response to comments), the Company (i) shall provide Parent an and its counsel a reasonable opportunity to review and comment on such document or responseresponse (including any proposed oral response to comments), (ii) shall consider in good faith inclusion in such document or response all such comments reasonably proposed by Parent and (iii) subject to the foregoing, shall not file or mail such document, or respond to the SECSEC or a proxy advisory firm, prior to receiving the prior written approval of ParentParent or its counsel, which approval shall not be unreasonably withheld, conditioned or delayed. IfWithout limiting the generality of the foregoing, at any time prior each of Parent and Merger Sub shall reasonably cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including promptly furnishing to the Stockholders Meeting, Company in writing upon request any and all information relating to the CompanyParent, Parent or any of Merger Sub and their respective Affiliates, officers or directors should Affiliates 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 under applicable Law. Notwithstanding anything to the contrary herein, (A) the Company assumes no responsibility with respect to information supplied in writing by or on behalf of Parent or Merger Sub expressly provided for inclusion or incorporation by reference in the Proxy Statement (such information, the “Parent Supplied Information”), which, subject to the following proviso, shall not contain any untrue statement be the responsibility of Parent; provided that, the Company shall be responsible if Parent notifies the Company in writing of a material fact correction to any such information and the Company fails to promptly incorporate such correction into the Proxy Statement and (B) Parent and Merger Sub assume no responsibility with respect to any information included or omit to state any material fact required to be stated therein or necessary incorporated by reference in order to make the statements therein, in light of Proxy Statement other than the circumstances under which they are made, not misleadingParent Supplied Information. In connection with the foregoing, the party Company shall as promptly as reasonably practicable after the later of (I) (x) the 10‑day waiting period under Rule 14a‑6(a) under the Exchange Act or (y) if earlier, the date on which the SEC confirms it will not review the Proxy Statement and (II) the date on which the SEC confirms that discovers it has no further comments on the Proxy Statement (such information shall promptly notify later date, the other parties hereto“Clearance Date”), and an appropriate amendment or supplement describing such information shall cause the Proxy Statement to be filed with the SEC and, in definitive form and to be mailed to the extent required by applicable Law, disseminated to Company’s stockholders (and in no event more than two Business Days after the Clearance Date) and duly call and give notice of the Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to Stockholder Meeting for the Proxy Statement shall be made by purpose of seeking the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedStockholder Approval.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, and in any event prior to the date that is thirty (30) Business Days after the date hereof of this Agreement (but in no event more than ten (10) Business Days thereafterso long as Parent promptly complies with its obligations under this Section 6.01(a)), the Company shall prepare (with Parent’s reasonable cooperation) and file with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each of the Company and Parent shall furnish all information concerning such Person person (and, with respect to Parent’s obligations, Sub) 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 (and in any case no later than 24 hours after) 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. 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 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, response and (ii) shall consider in give reasonable and good faith consideration to all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective Affiliatesaffiliates, 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 that 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 Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to stockholders of the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedCompany.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after the date hereof (but execution of this Agreement, and in no event more later than ten (10) Business Days thereafter)30 days after the date hereof, the Company shall prepare and file with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each of the Company and Parent shall furnish all information concerning such 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 (obtain and furnish the information required to be included in any case no later than 24 hours after) 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. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of made by the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing Statement and cause the Proxy Statement (or any amendment or supplement thereto) or responding and form of proxy 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 consider in good faith all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Stockholders Meeting, any information relating mailed to the Company's stockholders at the earliest practicable date. Parent shall cooperate in the preparation of the Proxy Statement and shall as soon as practicable after the date hereof furnish the Company with all information for inclusion in the Proxy Statement as the Company may reasonably request. The Company agrees, Parent or any of their respective Affiliates, officers or directors should be discovered as to information supplied by the Company or Parent which should be set forth Company, its officers, directors, stockholders and subsidiaries contained in an amendment or supplement to the Proxy Statement, so that and Parent agrees, as to information supplied by Parent and its officers, directors, stockholders and subsidiaries contained in the Proxy Statement shall that such information, at the date the Proxy Statement is mailed, (as amended or supplemented) at the time of the Company Stockholders Meeting and the Effective Time, will not contain be false or misleading with respect to any untrue statement of a material fact 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 in which they are made, not misleading. Parent and its counsel shall be given the reasonable opportunity to review the Proxy Statement and all amendments or supplements thereof prior to their being filed with the SEC, and the party that discovers Company shall not make any such information filing without consulting with Parent. The Company will advise Parent, promptly after it receives notice thereof, of the time when the Proxy Statement has been cleared by the SEC or any request by the SEC for an amendment of the Proxy Statement or comments from the SEC thereon and proposed responses thereto or requests by the SEC for additional information. The Company shall also promptly notify provide Parent with copies of any correspondence received from SEC, and shall permit representatives of Parent to participate in any telephone call with the SEC which discusses comments made by the staff. The Company, on the one hand, and Parent, on the other parties heretohand, agree to promptly correct any information provided by either of them for use in the Proxy Statement if any, if and to the extent that it shall have become materially false or misleading, and an appropriate amendment or supplement describing such information shall the Company further agrees to take all steps reasonably necessary to cause the Proxy Statement as so corrected to be filed with the SEC andand to use all reasonable efforts to cause the Proxy Statement to be disseminated to the Company's stockholders, in each case, as and to the extent required by applicable Law, disseminated to the Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedlaws.