Common use of Preparation of the Proxy Statement Clause in Contracts

Preparation of the Proxy Statement. As soon as reasonably practicable following the date of this Agreement, Buyer will prepare and file with the SEC a proxy statement (as amended or supplemented from time to time, the “Proxy Statement”) in the manner described in the Investor Rights Agreement related to the proposals described therein (the “Presented Matters”) to be presented at the first meeting of the Buyer’s stockholders following the date hereof (the “Stockholder Meeting”). No filing of, or amendment or supplement to, the Proxy Statement will made by Buyer without providing Parent a reasonable opportunity to review and comment thereon. If at any time prior to the Stockholder Meeting any information relating to Buyer, Company or Parent should be discovered which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information will promptly notify the other parties hereto and an appropriate amendment or supplement describing such information will be promptly filed with the SEC and, to the extent required by law, disseminated to Buyer’s stockholders. The parties will notify each other promptly 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 for additional information and will supply each other with copies of all correspondence between it or any of its employees, officers, agents or advisors, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement.

Preparation of the Proxy Statement. As soon as reasonably practicable following Following the date consummation of this Agreementthe Offer and if required by applicable law in order to consummate the Merger, Buyer will the Company shall promptly (i) prepare a preliminary version of a proxy statement pursuant to Regulation 14A under the Exchange Act or, if applicable law and regulations do not so require, an information statement pursuant to Regulation 14C under the Exchange Act (the "PROXY STATEMENT"), (ii) file with the SEC a proxy statement (as amended or supplemented from time to time, the “Proxy Statement”) in the manner described in the Investor Rights Agreement related to the proposals described therein (the “Presented Matters”) to be presented at the first meeting of the Buyer’s stockholders following the date hereof (the “Stockholder Meeting”). No filing of, or amendment or supplement to, the Proxy Statement will made by Buyer without providing Parent a and use all reasonable opportunity efforts to review and comment thereon. If at any time prior respond to the Stockholder Meeting any comments of the SEC in connection therewith and to furnish all information relating required to Buyer, Company or Parent should be discovered which should be set forth in an amendment or supplement to prepare the definitive Proxy Statement, so that and (iii) as promptly as practicable after responding to all such document would not include any misstatement of a material fact or omit comments to state any material fact necessary to make the statements therein, in light satisfaction of the circumstances under which they were madeSEC, not misleadingcause the definitive Proxy Statement to be mailed to its respective stockholders, and if necessary, after the party which discovers such information will definitive Proxy Statement shall have been mailed, promptly notify the other parties hereto and an appropriate amendment circulate amended, supplemented or supplement describing such information will be promptly filed with the SEC supplemental proxy materials and, to the extent if required by lawin connection therewith, disseminated to Buyer’s stockholdersresolicit proxies. The parties will notify each other Company shall advise Parent promptly of the receipt of any comments from the SEC or the its staff of the SEC and of any request by the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and will supply each other Parent with copies of all correspondence between it the Company or any of its employees, officers, agents or advisorsrepresentatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the Company Stockholders' Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects.