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

Preparation of the Proxy Statement; Stockholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, Aztar shall prepare the Proxy Statement and Columbia shall assist Aztar in such preparation. Aztar shall use its reasonable best efforts to file the Proxy Statement with the SEC as soon as possible and to respond as promptly as possible to any comments of the SEC with respect thereto. Aztar will use its reasonable best efforts to cause the Proxy Statement to be mailed to Aztar’s stockholders as promptly as practicable. Each party will advise the other, promptly after it receives notice thereof, of the receipt of any comments from the SEC with respect to the Proxy Statement or any supplement or amendment, or any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If prior to the Effective Time any event occurs with respect to Aztar, Columbia or any subsidiary of Aztar or Columbia, respectively, or any change occurs with respect to information supplied by or on behalf of Aztar or Columbia, respectively, for inclusion in the Proxy Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement, Aztar or Columbia, as applicable, shall promptly notify the other of such event, and Columbia shall cooperate with Aztar in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by law, in disseminating the information contained in such amendment or supplement to Aztar’s stockholders. Aztar shall provide Columbia with a reasonable opportunity to review and comment on any draft Proxy Statement, any draft amendment thereto, and any correspondence with the SEC concerning the Proxy Statement, and shall file or submit any of the foregoing only once such draft is in a form reasonably acceptable to Columbia and Aztar.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, Aztar shall prepare and file the Proxy Statement with the SEC and Columbia Pinnacle shall assist Aztar in such preparation. Aztar shall use its reasonable best efforts to file the Proxy Statement with the SEC as soon as possible and to respond as promptly as possible to any comments of the SEC with respect thereto. Aztar will use its reasonable best efforts to cause the Proxy Statement to be mailed to Aztar’s 's stockholders as promptly as practicable. Each party will advise the other, promptly after it receives notice thereof, of the receipt of any comments from the SEC with respect to the Proxy Statement or any supplement or amendment, or any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If prior to the Effective Time any event occurs with respect to Aztar, Columbia Pinnacle or any subsidiary of Aztar or ColumbiaPinnacle, respectively, or any change occurs with respect to information supplied by or on behalf of Aztar or ColumbiaPinnacle, respectively, for inclusion in the Proxy Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement, Aztar or ColumbiaPinnacle, as applicable, shall promptly notify the other of such event, and Columbia Aztar or Pinnacle, as applicable, shall cooperate with Aztar the other in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by law, in disseminating the information contained in such amendment or supplement to Aztar’s 's stockholders. Aztar shall provide Columbia Pinnacle with a reasonable opportunity to review and comment on any draft Proxy Statement, any draft amendment thereto, and any correspondence with the SEC concerning the Proxy Statement, and shall file or submit any of the foregoing only once such draft is in a form reasonably acceptable to Columbia Pinnacle and Aztar.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As soon promptly as reasonably practicable following after the date execution of this Agreement, Aztar shall the Company shall, with the assistance and approval (not to be unreasonably withheld, delayed or conditioned) of Parent (i) in the event that the Stockholders Written Consents are delivered to the Company in accordance with Section 5.01(b), prepare and file with the SEC an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (as amended or supplemented from time to time, the “Information Statement”) or (ii) in the event that the Stockholders Written Consents are not delivered to the Company in accordance with Section 5.01(b), prepare and file with the SEC a proxy statement (as amended or supplemented from time to time, the “Proxy Statement Statement”) to be sent to the stockholders of the Company relating to the meeting of the Company’s stockholders (the “Company Stockholders’ Meeting”) to be held to consider adoption of this Agreement. Each of Parent and Columbia shall assist Aztar in such preparation. Aztar the Company shall use its reasonable best efforts to file have the Proxy Statement or the Information Statement, as the case may be, cleared by the SEC as promptly as practicable after such filing (including by responding to comments of the SEC). Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Proxy Statement or Information Statement, as the case may be. As promptly as practicable after the Proxy Statement or Information Statement, as the case may be, shall have been cleared by the SEC (or, in the case of the Information Statement, after 10 calendar days have passed since the filing of the preliminary Information Statement with the SEC as soon as possible and to respond as promptly as possible to any comments of without notice from the SEC with respect thereto. Aztar will use of its reasonable best efforts intent to review the Information Statement), the Company shall cause the Proxy Statement or the Information Statement, as the case may be, to be mailed to Aztar’s its stockholders and to be filed as required. No filing of, or amendment or supplement to, the Proxy Statement or Information Statement, as the case may be, will made by the Company, without providing Parent a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement or Information Statement, as the case may be, so that the Proxy Statement or Information Statement, as the case may be, 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 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 promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Parent and the Company. The Company shall notify Parent promptly of the time when the Proxy Statement or Information Statement, as practicable. Each party will advise the othercase may be, promptly after it receives notice thereof, shall have been cleared by the SEC or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or Information Statement, as the case may be, or for additional information and the parties shall supply each other with copies of all correspondence between any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or any supplement or amendmentInformation Statement, as the case may be, or any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If prior to the Effective Time any event occurs with respect to Aztar, Columbia or any subsidiary of Aztar or Columbia, respectively, or any change occurs with respect to information supplied by or on behalf of Aztar or Columbia, respectively, for inclusion in the Proxy Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement, Aztar or Columbia, as applicable, shall promptly notify the other of such event, and Columbia shall cooperate with Aztar in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by law, in disseminating the information contained in such amendment or supplement to Aztar’s stockholders. Aztar shall provide Columbia with a reasonable opportunity to review and comment on any draft Proxy Statement, any draft amendment thereto, and any correspondence with the SEC concerning the Proxy Statement, and shall file or submit any of the foregoing only once such draft is in a form reasonably acceptable to Columbia and AztarMerger.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, Aztar shall prepare and file the Proxy Statement with the SEC and Columbia Pinnacle shall assist Aztar in such preparation. Aztar shall use its reasonable best efforts to file the Proxy Statement with the SEC as soon as possible and to respond as promptly as possible to any comments of the SEC with respect thereto. Aztar will use its reasonable best efforts to cause the Proxy Statement to be mailed to Aztar’s stockholders as promptly as practicable. Each party will advise the other, promptly after it receives notice thereof, of the receipt of any comments from the SEC with respect to the Proxy Statement or any supplement or amendment, or any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If prior to the Effective Time any event occurs with respect to Aztar, Columbia Pinnacle or any subsidiary of Aztar or ColumbiaPinnacle, respectively, or any change occurs with respect to information supplied by or on behalf of Aztar or ColumbiaPinnacle, respectively, for inclusion in the Proxy Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement, Aztar or ColumbiaPinnacle, as applicable, shall promptly notify the other of such event, and Columbia Aztar or Pinnacle, as applicable, shall cooperate with Aztar the other in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by law, in disseminating the information contained in such amendment or supplement to Aztar’s stockholders. Aztar shall provide Columbia Pinnacle with a reasonable opportunity to review and comment on any draft Proxy Statement, any draft amendment thereto, and any correspondence with the SEC concerning the Proxy Statement, and shall file or submit any of the foregoing only once such draft is in a form reasonably acceptable to Columbia Pinnacle and Aztar.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, Aztar Chateau shall prepare and file with the SEC a preliminary Proxy Statement (and Chateau shall use its commercially reasonable efforts to so file such preliminary Proxy Statement as promptly as practicable), in form and substance reasonably satisfactory to Parent, with indication of such satisfaction not to be unreasonably withheld or delayed. Each of Chateau and Parent shall use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC for mailing to the Chateau stockholders as promptly as practicable after such filing. Chateau will notify Parent promptly following the receipt by Chateau of any comments from the SEC and Columbia shall assist Aztar in such preparation. Aztar shall use its reasonable best efforts of any request by the SEC for amendments or supplements to file the Proxy Statement or for additional information and will supply Parent with the SEC as soon as possible copies of all correspondence between Chateau or any of its representatives and to respond as promptly as possible to any comments of the SEC with respect theretoto the Proxy Statement. Aztar will The Proxy Statement shall comply in all material respects with all applicable requirements of the Law. Chateau shall date the Proxy Statement as of the approximate date of mailing to its stockholders and shall use its commercially reasonable best efforts to cause the Proxy Statement to be mailed to Aztar’s its stockholders at the earliest practicable date. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, (i) Parent or Chateau, as the case may be, shall promptly inform the other of such occurrences, (ii) Chateau shall prepare and file with the SEC any such amendment or supplement to the Proxy Statement, in a form reasonably satisfactory to Parent, with indication of such satisfaction not to be unreasonably withheld or delayed, (iii) each of Chateau and Parent shall use its commercially reasonable efforts to have any such amendment or supplement cleared for mailing, to the extent necessary, to Chateau stockholders as promptly as practicablepracticable after such filing, and (iv) Chateau shall use its commercially reasonable efforts to have any such amendment or supplement mailed to its stockholders at the earliest practicable date. Each party All filings with the SEC, including the Proxy Statement, and all mailings to the Chateau stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review, comment and consent of Parent (not to be unreasonably withheld or delayed). Parent will advise furnish to Chateau the otherinformation relating to it and/or Purchaser required by the Exchange Act to be set forth in the Proxy Statement. Chateau agrees to use its commercially reasonable efforts, after consultation with Parent, to respond promptly after it receives notice thereof, of the receipt of to any comments from made by the SEC with respect to the Proxy Statement or and any supplement or amendment, or any request preliminary version thereof filed by the SEC for amendment of the it and cause such Proxy Statement or comments thereon to be mailed to Chateau’s stockholders at the earliest practicable time. Subject to Sections 4.6 and responses thereto or requests by the SEC for additional information. If prior to the Effective Time any event occurs with respect to Aztar6.1, Columbia or any subsidiary of Aztar or Columbia, respectively, or any change occurs with respect to information supplied by or on behalf of Aztar or Columbia, respectively, for inclusion Chateau shall include in the Proxy Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement, Aztar or Columbia, as applicable, shall promptly notify the other of such event, and Columbia shall cooperate with Aztar in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by law, in disseminating the information contained in such amendment or supplement to Aztar’s stockholders. Aztar shall provide Columbia with a reasonable opportunity to review and comment on any draft Proxy Statement, any draft amendment thereto, and any correspondence with the SEC concerning the Proxy Statement, and shall file or submit any recommendations of the foregoing only once such draft is Chateau Board of Directors that the Chateau’s stockholders vote in a form reasonably acceptable to Columbia favor of the approval and Aztaradoption of this Agreement and the Mergers and other transactions contemplated hereby.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As soon as reasonably practicable following the date of this Agreementpracticable, Aztar shall prepare and file with the SEC the Proxy Statement and Columbia Pinnacle shall assist prepare and file with the SEC a Registration Statement on Form S-4 (the "Form S-4"), in which the Proxy Statement will be included. Each of Aztar in such preparation. Aztar and Pinnacle shall use its reasonable best efforts to file have the Proxy Statement with Form S-4 declared effective under the SEC as soon as possible and to respond Securities Act as promptly as possible to any comments of the SEC with respect theretopracticable after such filing. Aztar will use its reasonable best efforts to cause the Proxy Statement to be mailed to Aztar’s its stockholders as promptly as practicablepracticable after the Form S-4 is declared effective under the Securities Act. Each party hereto shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance of Pinnacle Common Stock in the Merger and each party shall furnish all information concerning itself and its stockholders as may be reasonably requested in connection with any such action. Each party will advise the otherothers, promptly after it receives notice thereof, of the receipt of any comments from time when the SEC with respect to the Proxy Statement Form S-4 has become effective or any supplement or amendmentamendment has been filed, the issuance of any stop order, the suspension of the qualification of the Pinnacle Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If prior to the Effective Time any event occurs with respect to Aztar, Columbia Pinnacle or any subsidiary of Aztar or Columbia, respectivelytheir respectivive subsidiaries, or any change occurs with respect to information supplied by or on behalf of Aztar or ColumbiaPinnacle, respectively, for inclusion in the Proxy Statement or the Form S-4 that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy StatementStatement or the Form S-4, Aztar or ColumbiaPinnacle, as applicable, shall promptly notify the other of such event, and Columbia Aztar or Pinnacle, as applicable, shall cooperate with Aztar in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by law, in disseminating the information contained in such amendment or supplement to Aztar’s 's stockholders. Aztar shall provide Columbia Pinnacle with a reasonable opportunity to review and comment on any draft Proxy Statement, any draft amendment thereto, and any correspondence with the SEC concerning the Proxy Statement, and shall file or submit any of the foregoing only once such draft is in a form reasonably acceptable to Columbia Pinnacle and Aztar.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, Aztar Chateau shall prepare and file with the SEC a preliminary Proxy Statement (and Chateau shall use its commercially reasonable efforts to so file such preliminary Proxy Statement as promptly as practicable), in form and substance reasonably satisfactory to Parent, with indication of such satisfaction not to be unreasonably withheld or delayed. Each of Chateau and Parent shall use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC for mailing to the Chateau stockholders as promptly as practicable after such filing. Chateau will notify Parent promptly following the receipt by Chateau of any comments from the SEC and Columbia shall assist Aztar in such preparation. Aztar shall use its reasonable best efforts of any request by the SEC for amendments or supplements to file the Proxy Statement or for additional information and will supply Parent with the SEC as soon as possible copies of all correspondence between Chateau or any of its representatives and to respond as promptly as possible to any comments of the SEC with respect theretoto the Proxy Statement. Aztar will The Proxy Statement shall comply in all material respects with all applicable requirements of the Law. Chateau shall date the Proxy Statement as of the approximate date of mailing to its stockholders and shall use its commercially reasonable best efforts to cause the Proxy Statement to be mailed to Aztar’s its stockholders at the earliest practicable date. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, (i) Parent or Chateau, as the case may be, shall promptly inform the other of such occurrences, (ii) Chateau shall prepare and file with the SEC any such amendment or supplement to the Proxy Statement, in a form reasonably satisfactory to Parent, with indication of such satisfaction not to be unreasonably withheld or delayed, (iii) each of Chateau and Parent shall use its commercially reasonable efforts to have any such amendment or supplement cleared for mailing, to the extent necessary, to Chateau stockholders as promptly as practicablepracticable after such filing, and (iv) Chateau shall use its commercially reasonable efforts to have any such amendment or supplement mailed to its stockholders at the earliest practicable date. Each party All filings with the SEC, including the Proxy Statement, and all mailings to the Chateau stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review, comment and consent of Parent (not to be unreasonably withheld or delayed). Parent will advise furnish to Chateau the otherinformation relating to it and/or Purchaser required by the Exchange Act to be set forth in the Proxy Statement. Chateau agrees to use its commercially reasonable efforts, after consultation with Parent, to respond promptly after it receives notice thereof, of the receipt of to any comments from made by the SEC with respect to the Proxy Statement or and any supplement or amendment, or any request preliminary version thereof filed by the SEC for amendment of the it and cause such Proxy Statement or comments thereon to be mailed to Chateau's stockholders at the earliest practicable time. Subject to Sections 4.6 and responses thereto or requests by the SEC for additional information. If prior to the Effective Time any event occurs with respect to Aztar6.1, Columbia or any subsidiary of Aztar or Columbia, respectively, or any change occurs with respect to information supplied by or on behalf of Aztar or Columbia, respectively, for inclusion Chateau shall include in the Proxy Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement, Aztar or Columbia, as applicable, shall promptly notify the other of such event, and Columbia shall cooperate with Aztar in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by law, in disseminating the information contained in such amendment or supplement to Aztar’s stockholders. Aztar shall provide Columbia with a reasonable opportunity to review and comment on any draft Proxy Statement, any draft amendment thereto, and any correspondence with the SEC concerning the Proxy Statement, and shall file or submit any recommendations of the foregoing only once such draft is Chateau Board of Directors that the Chateau's stockholders vote in a form reasonably acceptable to Columbia favor of the approval and Aztaradoption of this Agreement and the Mergers and other transactions contemplated hereby.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As soon as reasonably practicable following the date of this Agreementpracticable, Aztar shall prepare and file with the SEC the Proxy Statement and Columbia Pinnacle shall assist prepare and file with the SEC a Registration Statement on Form S-4 (the “Form S-4”), in which the Proxy Statement will be included. Each of Aztar in such preparation. Aztar and Pinnacle shall use its reasonable best efforts to file have the Proxy Statement with Form S-4 declared effective under the SEC as soon as possible and to respond Securities Act as promptly as possible to any comments of the SEC with respect theretopracticable after such filing. Aztar will use its reasonable best efforts to cause the Proxy Statement to be mailed to Aztar’s its stockholders as promptly as practicablepracticable after the Form S-4 is declared effective under the Securities Act. Each party hereto shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance of Pinnacle Common Stock in the Merger and each party shall furnish all information concerning itself and its stockholders as may be reasonably requested in connection with any such action. Each party will advise the otherothers, promptly after it receives notice thereof, of the receipt of any comments from time when the SEC with respect to the Proxy Statement Form S-4 has become effective or any supplement or amendmentamendment has been filed, the issuance of any stop order, the suspension of the qualification of the Pinnacle Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If prior to the Effective Time any event occurs with respect to Aztar, Columbia Pinnacle or any subsidiary of Aztar or Columbia, respectivelytheir respectivive subsidiaries, or any change occurs with respect to information supplied by or on behalf of Aztar or ColumbiaPinnacle, respectively, for inclusion in the Proxy Statement or the Form S-4 that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy StatementStatement or the Form S-4, Aztar or ColumbiaPinnacle, as applicable, shall promptly notify the other of such event, and Columbia Aztar or Pinnacle, as applicable, shall cooperate with Aztar in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by law, in disseminating the information contained in such amendment or supplement to Aztar’s stockholders. Aztar shall provide Columbia Pinnacle with a reasonable opportunity to review and comment on any draft Proxy Statement, any draft amendment thereto, and any correspondence with the SEC concerning the Proxy Statement, and shall file or submit any of the foregoing only once such draft is in a form reasonably acceptable to Columbia Pinnacle and Aztar.