Common use of Proxy Filing Clause in Contracts

Proxy Filing. (a) The Company shall prepare and file with the SEC, as promptly as practicable after the Agreement Date (and in any event no later than 15 Business Days), a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”) and, subject to Section 5.3, shall include the Company Board Recommendation in the Proxy Statement. Each of Parent and the Company shall provide the other with the information contemplated by Section 5.6(c) and shall otherwise reasonably assist and cooperate with the other in connection with any of the actions contemplated by this Section 5.4, including the preparation, filing and distribution of the Proxy Statement and the resolution of any comments in respect thereof received from the SEC. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Merger pursuant to applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall prepare and file as soon as practicable such Other Required Company Filing with the SEC. The Company shall use its reasonable best efforts to cause the Proxy Statement and any Other Required Company Filing to comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC and the NYSE. The Company may not file the Proxy Statement or any Other Required Company Filing with the SEC, or respond to any SEC comments thereon, without providing Parent and its counsel, to the extent practicable, a reasonable opportunity to review and comment thereon, which comments shall be considered by the Company in good faith. (c) If at any time prior to the Stockholders Meeting any information relating to the Company, Parent, Merger Subsidiary or any of their respective Affiliates should be discovered by the Company, on the one hand, or Parent or Merger Subsidiary, on the other hand, that should be set forth in an amendment or supplement to the Proxy Statement, or any Other Required Company Filing, as the case may be, so that such filing would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the party that discovers such information will promptly notify the other, and an appropriate amendment or supplement to such filing describing such information will be prepared and filed as soon as practicable with the SEC by the Company and, to the extent required by applicable Law or the SEC or its staff, disseminated to the stockholders of the Company.

Proxy Filing. (a) The Company shall prepare and file with the SEC, as promptly as reasonably practicable after the Agreement Date (and in any event no later than 15 thirty Business DaysDays after the Agreement Date), a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”) and). Except as expressly permitted to make a Change of Recommendation pursuant to and in compliance with Section 5.3(e), subject to Section 5.3, the Proxy Statement shall include the Company Board Recommendation Recommendation. The Company shall not file the Proxy Statement, or any amendment or supplement thereto, without first providing Parent and its counsel a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered in good faith by the Company). All information relating to Parent or Merger Sub included in the Proxy StatementStatement shall be in form and content satisfactory to Parent, acting reasonably. Each of Parent and the Company shall provide the other with the information contemplated by Section 5.6(c5.6(b) and shall otherwise reasonably assist and cooperate with the other in connection with any of the actions contemplated by this Section 5.4, including the preparation, filing and distribution of the Proxy Statement and any amendments or supplements thereto, and the resolution of any comments in respect thereof received from the SEC. (b) If The Company shall promptly notify Parent of the Company determines that it is required receipt of any comments of the SEC with respect to file any document other than the Proxy Statement with and of any request by the SEC in connection with the Merger pursuant for any amendment or supplement thereto or for additional information and shall promptly provide to applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then Parent copies of all correspondence between the Company shall prepare or any of its Representatives and file as soon as practicable such Other Required Company Filing the SEC with respect to the SECProxy Statement. The Company and Parent shall each use its reasonable best efforts to cause promptly provide responses to the SEC with respect to all comments received in respect of the Proxy Statement by the SEC, and the Company shall cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement (and in any Other Required event no later than twenty days before the Stockholders Meeting). The Company Filing to comply shall ensure that the Proxy Statement complies as to form in all material respects with the applicable requirements provisions of the Exchange Act (and the rules of the SEC and the NYSEregulations promulgated thereunder). The Company may not file shall consult with Parent prior to (i) responding to any written response to any comments from the SEC on the Proxy Statement, requests or other communications from the SEC or its staff and (ii) filing any proposed amendments or supplements to the Proxy Statement (whether in response to such comments, requests or any Other Required Company Filing with communications from the SECSEC or its staff, or respond to otherwise) and consider reasonably and in good faith any SEC comments thereon, without providing of Parent and its counsel, . All information relating to Parent or Merger Sub included in such written response or such proposed amendment or supplement to the extent practicable, a reasonable opportunity to review and comment thereon, which comments Proxy Statement shall be considered by the Company in good faith. (c) form and content satisfactory to Parent, acting reasonably. If at any time prior to the Stockholders Meeting Meeting, any information fact, event or circumstance relating to the Company, Parent, Merger Subsidiary Company or Parent or any of their respective Affiliates should be is discovered by the CompanyCompany or Parent, on which such fact, event or circumstance is required, pursuant to the one handExchange Act, or Parent or Merger Subsidiary, on the other hand, that should to be set forth in an amendment or supplement to the Proxy Statement, (A) the applicable party shall promptly inform the other parties hereto and (B) the Company shall promptly amend or supplement the Proxy Statement to include disclosure of such fact, event or circumstance. (c) Each of the Company and Parent shall furnish all information concerning itself and its respective Affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Parent covenants that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement (or any Other Required Company Filingamendment or supplement thereto) will, on the date the Proxy Statement is first mailed to the Company’s stockholders or at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or on the date of the Stockholders Meeting (as the case it may bebe adjourned or postponed in accordance with this Agreement), so that such filing would not include contain any misstatement untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. Each of Parent, then Merger Sub and the party that discovers such Company agrees to correct any information will promptly notify provided by it for use in the other, and an appropriate amendment Proxy Statement which shall have become materially false or supplement to such filing describing such information will be prepared and filed as soon as practicable misleading. (d) All filings by the Company with the SEC in connection with the Stockholders Meeting, and all mailings by the Company and, to the extent required by applicable Law or the SEC or its staff, disseminated holders of Company Common Stock (in addition to the stockholders of Proxy Statement) in connection therewith, shall be subject to the Companysame review and comment procedures as set forth in Section 5.4(a) with respect to the Proxy Statement.

Proxy Filing. (a) The Company shall prepare and file with the SEC, as promptly as reasonably practicable after the Agreement Date (and in any event no later than 15 twenty five (25) Business DaysDays after the Agreement Date), a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). Except as expressly permitted to make a Change of Recommendation pursuant to (and in compliance with) andSection 5.3(e), subject to Section 5.3, (i) the Company Board shall recommend that the holders of Company Common Stock vote in favor of the adoption of this Agreement at the Stockholders Meeting and (ii) shall include the Company Board Recommendation in the Proxy Statement. The Company shall not file the Proxy Statement, or any amendment or supplement thereto, without providing Parent and its counsel a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered in good faith by the Company). The Company agrees that all information relating to Parent or Merger Subsidiary included in the Proxy Statement shall be in form and content satisfactory to Parent, acting reasonably. Each of Parent and the Company shall provide the other with the information contemplated by Section 5.6(c5.6(b) and shall otherwise reasonably assist and cooperate with the other in connection with any of the actions contemplated by this Section 5.4, including the preparation, filing and distribution of the Proxy Statement and the resolution of any comments in respect thereof received from the SEC. (b) If The Company shall promptly notify Parent of the Company determines that it is required receipt of any comments of the SEC with respect to file any document other than the Proxy Statement with and of any request by the SEC in connection with the Merger pursuant for any amendment or supplement thereto or for additional information and shall promptly provide to applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then Parent copies of all correspondence between the Company shall prepare and/or any of its Representatives and file as soon as practicable such Other Required Company Filing the SEC with respect to the SECProxy Statement. The Company and Parent shall each use its reasonable best efforts to cause promptly provide responses to the SEC with respect to all comments received in respect of the Proxy Statement by the SEC, and the Company shall cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement (and in any Other Required event no later than twenty (20) days before the Stockholder Meeting). The Company Filing to comply shall ensure that the Proxy Statement complies as to form in all material respects with the applicable requirements provisions of the Exchange Act (and the rules of the SEC and the NYSEregulations promulgated thereunder). The Company may not file agrees to consult with Parent prior to responding to (A) any written response to any comments from the SEC on the Proxy Statement, requests or other communications from the SEC or its staff and (B) any proposed amendments or supplements to the Proxy Statement (whether in response to such comments, requests or any Other Required Company Filing with communications from the SECSEC or its staff, or respond to otherwise) and consider reasonably and in good faith any SEC comments thereon, without providing of Parent and its counsel, . The Company agrees that all information relating to Parent or Merger Subsidiary included in such written response or such proposed amendment or supplement to the extent practicable, a reasonable opportunity to review and comment thereon, which comments Proxy Statement shall be considered by the Company in good faith. (c) form and content satisfactory to Parent, acting reasonably. If at any time prior to the Stockholders Meeting Meeting, any information fact, event or circumstance relating to the Company, Parent, Merger Subsidiary Company or Parent or any of their respective Affiliates should be is discovered by the CompanyCompany or Parent, on which such fact, event or circumstance is required, pursuant to the one handExchange Act, or Parent or Merger Subsidiary, on the other hand, that should to be set forth in an amendment or supplement to the Proxy Statement, (i) the applicable party shall promptly inform the other parties hereto and (ii) the Company shall promptly amend or supplement the Proxy Statement to include disclosure of such fact, event or circumstance. (c) Each of the Company and Parent shall furnish all information concerning itself and its respective Affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Parent covenants that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement (or any Other Required Company Filingamendment or supplement thereto) will, on the date the Proxy Statement is first mailed to the Company’s stockholders or at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or on the date of the Stockholder Meeting (as the case it may bebe adjourned or postponed in accordance with this Agreement), so that such filing would not include contain any misstatement untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. Each of Parent, then Merger Subsidiary and the party that discovers such Company agrees to correct any information will promptly notify provided by it for use in the other, and an appropriate amendment Proxy Statement which shall have become materially false or supplement to such filing describing such information will be prepared and filed as soon as practicable misleading. (d) All filings by the Company with the SEC in connection with the Stockholders Meeting, and all mailings by the Company and, to the extent required by applicable Law or the SEC or its staff, disseminated holders of Company Common Stock (in addition to the stockholders of Proxy Statement) in connection therewith, shall be subject to the Companysame review and comment procedures as set forth in Section 5.4(a) above with respect to the Proxy Statement.

Proxy Filing. Within ten (a10) The business days after the date hereof, the Company shall prepare and file file, or cause to be prepared and filed, with the SEC, as promptly as practicable after SEC the Agreement Date (and in any event no later than 15 Business Days), a proxy statement (together with the letters to stockholders, notices of meeting and forms of proxies to be distributed to stockholders in preliminary form relating connection with the Merger, and any schedules required to be filed with the Stockholders Meeting SEC in connection therewith (such proxy statement, including any amendment or supplement theretocollectively, the “Proxy Statement”) andwhich shall (i) except to the extent provided in Section 5.4(d), subject to Section 5.3, shall include the Company recommendation of the Board Recommendation of Directors that the Company’s stockholders adopt this Agreement and the transactions contemplated hereunder and (ii) comply in all material respects with the Proxy Statementprovisions of the Exchange Act. Each of Parent and the Company shall provide the other with the information contemplated by Section 5.6(c) and shall otherwise reasonably assist and cooperate with the other in connection with any of the actions contemplated by this Section 5.4, including the preparation, filing and distribution of the Proxy Statement and the resolution of any comments in respect thereof received from the SEC. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Merger pursuant to applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall prepare and file as soon as practicable such Other Required Company Filing with the SEC. The Company Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement, and the Company shall cause the definitive Proxy Statement and any Other Required Company Filing to comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC and the NYSE. The Company may not file the Proxy Statement or any Other Required Company Filing with the SEC, or respond to any SEC comments thereon, without providing Parent and its counsel, to the extent practicable, a reasonable opportunity to review and comment thereon, which comments shall be considered by the Company in good faith. (c) If at any time prior to the Stockholders Meeting any information relating mailed to the Company, Parent, Merger Subsidiary ’s stockholders promptly following the date on which the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. Each party shall promptly notify the other party upon the receipt by it or any of their respective Affiliates should be discovered by its Subsidiaries of any comments from the CompanySEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Proxy Statement, and shall provide the other party with copies of all correspondence between it or its Subsidiaries, on the one hand, or Parent or Merger Subsidiaryand the SEC and its staff, on the other hand, that should be set forth in an amendment or supplement relating to the Proxy Statement, or any Other Required Company Filing, as the case may be, so that such filing would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the party that discovers such information will promptly notify the other, and an appropriate amendment or supplement to such filing describing such information will be prepared and filed as soon as practicable with the SEC by the Company and, to the extent required by applicable Law or the SEC or its staff, disseminated to the stockholders of the Company.

Proxy Filing. (a) The As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SECSEC (i) a Form 8-K containing this Agreement and (ii) the preliminary Proxy Statement; provided, as promptly as practicable after however, that Parent and its counsel shall be given a reasonable opportunity to review and comment on the Agreement Date (and in any event no later than 15 Business Days), a proxy statement in preliminary form relating Proxy Statement before it is filed. Subject to the Stockholders Meeting (such proxy statement, including any amendment or supplement theretoSection 6.03, the “Proxy Statement”) and, subject to Section 5.3, Statement shall include the Company Board Recommendation Recommendation. Subject to Section 6.02, the Company and Parent shall cooperate with one another in setting a mutually acceptable date for the Company Stockholder Meeting. The Company and Parent shall cooperate with one another in connection with the preparation of the Proxy Statement. Each of Parent and the Company its counsel shall provide the other with the information contemplated by Section 5.6(c) be given a reasonable opportunity to review and shall otherwise reasonably assist and cooperate with the other in connection with comment on any of the actions contemplated by this Section 5.4, including the preparation, filing and distribution of amendment to the Proxy Statement and the resolution of any comments in respect thereof received from the SEC. (b) If the Company determines that each time before it is required to file any document other than the Proxy Statement with the SEC in connection with the Merger pursuant to applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall prepare and file as soon as practicable such Other Required Company Filing filed with the SEC. The Company shall provide Parent and its counsel with (1) any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after receipt of those comments or other communications and (2) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response, including by participating with the Company or its counsel in any discussions or meetings with the SEC. 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 Statement, and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement and any Other Required Company Filing to comply be mailed to the Company’s stockholders as to form in all material respects with the applicable requirements of the Exchange Act and the rules of promptly as practicable after the SEC and indicates that it has no further comments on the NYSEProxy Statement. The Company may not file Except as contemplated by Section 6.03(b), no amendment or supplement to the Proxy Statement or any Other Required shall be filed without the approval of both the Company Filing with the SEC, or respond to any SEC comments thereon, without providing Parent and its counsel, to the extent practicable, a reasonable opportunity to review and comment thereonParent, which comments approval shall not be considered by the Company in good faith. (c) If unreasonably withheld, conditioned or delayed. If, at any time prior to the Stockholders Meeting Effective Time, any information relating to the Company, Company or Parent, Merger Subsidiary or any of their respective Affiliates should be Affiliates, officers or directors is discovered by the Company, on the one hand, Company or Parent or Merger Subsidiary, on the other hand, that should be set forth in an amendment or supplement to the Proxy Statement, or any Other Required Company Filing, as the case may be, Statement so that such filing documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the party hereto that discovers such information will shall promptly notify the other, other parties hereto and an appropriate amendment or supplement to such filing describing such information will shall be prepared and promptly filed as soon as practicable with the SEC by the Company and, to the extent required by applicable Law or the SEC or its staffApplicable Law, disseminated to the stockholders of the Company. (b) The Company shall make all necessary filings with respect to the Merger and the transactions contemplated hereby under the 1933 Act and the 1934 Act and applicable state “blue sky” laws and the rules and regulations thereunder.

Proxy Filing. (a) The Company shall prepare and file with the SEC, as promptly as reasonably practicable (but no later than thirty (30) days) after the Agreement Date (and in any event no later than 15 Business Days)Date, a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”) and, subject to unless the Company Board has made a Change of Recommendation in accordance with Section 5.3, shall include the Company Board Recommendation in the Proxy Statement. Each of Parent and the Company shall provide the other with the information contemplated by Section 5.6(c5.6(b) and shall otherwise reasonably assist and cooperate with the other in connection with any of the actions contemplated by this Section 5.4, including the preparation, filing and distribution of the Proxy Statement and the resolution of any comments in respect thereof received from the SEC. (b) If The Company shall promptly notify Parent of the Company determines that it is required receipt of any comments of the SEC with respect to file any document other than the Proxy Statement with and of any request by the SEC in connection with the Merger pursuant for any amendment or supplement thereto or for additional information and shall promptly provide to applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then Parent copies of all correspondence between the Company shall prepare and/or any of its Representatives and file as soon as practicable such Other Required Company Filing the SEC with respect to the SECProxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received in respect of the Proxy Statement by the SEC, and the Company shall cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable (but no later than five (5) days) after the earlier to occur of the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement and any Other Required the expiration of the ten-day waiting period contemplated by Rule 14a-6(a) promulgated under the Exchange Act. The Company Filing to comply shall ensure that the Proxy Statement complies as to form in all material respects with the applicable requirements provisions of the Exchange Act (and the rules of the SEC and the NYSE. The Company may not file the Proxy Statement or any Other Required Company Filing with the SEC, or respond to any SEC comments thereon, without providing regulations promulgated thereunder); provided that Parent and its counsel, to the extent practicable, a reasonable opportunity to review and comment thereon, which comments shall be considered by responsible for the Company in good faith. (c) accuracy and completeness of any information respecting Parent or its Affiliates included therein. If at any time prior to the Stockholders Meeting Meeting, any information fact, event or circumstance relating to the Company, Parent, Merger Subsidiary Company or Parent or any of their respective Affiliates should be is discovered by the CompanyCompany or Parent, on which such fact, event or circumstance is required, pursuant to the one handExchange Act, or Parent or Merger Subsidiary, on the other hand, that should to be set forth in an amendment or supplement to the Proxy Statement, (i) the applicable party shall promptly inform the other parties hereto and (ii) the Company shall promptly amend or supplement the Proxy Statement to include disclosure of such fact, event or circumstance. (c) Each of Parent, Merger Subsidiary and the Company agrees to correct any Other Required information provided by it for use in the Proxy Statement which shall have become materially false or misleading. The Company Filing, as the case may be, so that such filing would not include any misstatement of a material fact or omit to state any material fact required to shall be stated therein or necessary to make the statements therein, in light responsible for 100% of the circumstances under which they were madefees, not misleadingcosts and expenses (except for the fees, then the party that discovers such information will promptly notify the othercosts and expenses of Parent’s advisors), and an appropriate amendment or supplement to such including any filing describing such information will be prepared and filed as soon as practicable fees associated with the SEC by the Company andpreparation, to the extent required by applicable Law or the SEC or its stafffiling and mailing, disseminated to the stockholders of the CompanyProxy Statement.

Proxy Filing. (a) The Company shall prepare and file with the SEC, as promptly as reasonably practicable after the Agreement Date (and in any event no later than 15 Business Dayson or prior to September 21, 2021), a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”) and, subject to Section 5.3, shall include the Company Board Recommendation in the Proxy Statement. Each of Parent and the Company shall provide the other with the information contemplated by Section 5.6(c5.6(b) and shall otherwise reasonably assist and cooperate with the other in connection with any of the actions contemplated by this Section 5.4, including the preparation, filing and distribution of the Proxy Statement and the resolution of any comments in respect thereof received from the SEC. (b) If The Company shall promptly notify Parent of the Company determines that it is required receipt of any comments of the SEC with respect to file any document other than the Proxy Statement with and of any request by the SEC in connection with the Merger pursuant for any amendment or supplement thereto or for additional information and shall promptly provide to applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then Parent copies of all correspondence between the Company shall prepare and/or any of its Representatives and file as soon as practicable such Other Required Company Filing the SEC with respect to the SECProxy Statement. The Company and Parent shall each use its reasonable best efforts to cause promptly provide responses to the SEC with respect to all comments received in respect of the Proxy Statement by the SEC and any Other Required to promptly resolve such comments with the SEC, and the Company Filing shall cause the definitive Proxy Statement to comply be mailed as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. The Company shall ensure that the Proxy Statement complies as to form in all material respects with the applicable requirements provisions of the Exchange Act (and the rules of the SEC and the NYSEregulations promulgated thereunder). The Company may not file the Proxy Statement or any Other Required Company Filing with the SEC, or respond to any SEC comments thereon, without providing Parent and its counsel, to the extent practicable, a reasonable opportunity to review and comment thereon, which comments shall be considered by the Company in good faith. (c) If at any time prior to the Stockholders Meeting Meeting, any information fact, event or circumstance relating to the Company, Parent, Merger Subsidiary Company or Parent or any of their respective Affiliates should be is discovered by the CompanyCompany or Parent, on which such fact, event or circumstance is required, pursuant to the one handExchange Act, or Parent or Merger Subsidiary, on the other hand, that should to be set forth in an amendment or supplement to the Proxy Statement, (i) the applicable party shall promptly inform the other parties hereto and (ii) the Company shall promptly amend or supplement the Proxy Statement to include disclosure of such fact, event or circumstance. Each of Parent, Merger Subsidiary and the Company agrees to correct any Other Required information provided by it for use in the Proxy Statement which shall have become materially false or misleading. (c) The Company Filing, as the case may be, so that such filing would not include any misstatement of a material fact or omit to state any material fact required to shall be stated therein or necessary to make the statements therein, in light responsible for 100% of the circumstances under which they were madefees, not misleading, then the party that discovers such information will promptly notify the othercosts, and an appropriate amendment or supplement to such expenses (except for the fees, costs and expenses of Parent’s advisors), including any filing describing such information will be prepared and filed as soon as practicable fees, associated with the SEC by the Company andpreparation, to the extent required by applicable Law or the SEC or its staff, disseminated to the stockholders filing and mailing of the CompanyProxy Statement.