Common use of Preparation of the Proxy Statement Clause in Contracts

Preparation of the Proxy Statement. (a) To the extent required to effect the Merger, the Company will, as promptly as practicable, prepare and file with the SEC the Proxy Statement in connection with the Company Requisite Vote with respect to the Merger. The Company shall use its reasonable efforts to cause the Proxy Statement to be "cleared" by the SEC for mailing to the stockholders of the Company as promptly as practicable after the filing thereof. Parent shall furnish all information concerning it and the holders of its capital stock as the Company may reasonably request in connection with such actions. Subject to Section 6.04, the Proxy Statement shall include the recommendation of the Company Board in favor of approval and adoption of this Agreement. Parent shall have the right to review the Proxy Statement and comment thereon before it is filed with the SEC. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders at the earliest practicable date. (b) Notwithstanding the foregoing, in the event that Purchaser shall acquire at least 90 percent of the then outstanding Shares, the parties hereto agree, at the request of Purchaser, subject to Article 7, to take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 of the DGCL, as soon as reasonably practicable after such acquisition, without a meeting of the stockholders of the Company.