Common use of Proxy Material; Shareholder Meeting Clause in Contracts

Proxy Material; Shareholder Meeting. (a) As promptly as practicable following the date of this Agreement, Company and Parent shall prepare, and Company shall file with the SEC, the Company Proxy Statement, and each of the Company and Parent shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of the Company and Parent shall use its commercially reasonable efforts to cause the SEC staff to confirm that they have no further comments on the Company Proxy Statement (“SEC Confirmation”), as promptly as practicable after such filing. Without limiting any other provision herein, the Company Proxy Statement will contain such information and disclosure reasonably requested by either the Company or Parent so that the Company Proxy Statement conforms in form and substance to the requirements of the 1934 Act. The Company Proxy Statement shall contain a copy of the Fairness Opinion. The Company shall use its commercially reasonable efforts to cause the Company Proxy Statement to be mailed to the holders of Company Stock as promptly as practicable after the Company has obtained SEC Confirmation. (b) Each of the Company and Parent shall promptly notify the other of the receipt of any comments, whether written or oral, from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives or Parent or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Company Proxy Statement as expeditiously as practicable. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Company Proxy Statement (including by participating in any discussions or meetings with the SEC) each time before the Company Proxy Statement (or any amendment thereto) is filed with the SEC, and reasonable and good faith consideration shall be given to any comments made by Parent and its counsel. (c) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company for inclusion in the Company Proxy Statement, or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Company Proxy Statement, in either case, which event is required to be described in an amendment of or a supplement to the Company Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed by the Company with the SEC and, as required by Applicable Law, disseminated by the Company to shareholders. No filing of, or amendment or supplement to, the Company Proxy Statement will be made by the Company without providing Parent reasonable opportunity to review and comment thereon in accordance with clause (b) above. (d) As soon as reasonably practicable following the date it receives SEC Confirmation, the Company shall duly call, give notice of, convene and hold a meeting of the Company shareholders (the “Company Shareholder Meeting”) for the purpose of seeking the Company Shareholder Approval. The Company Proxy Statement shall contain (i) the Company Board Recommendation to the Company shareholders that they give the Company Shareholder Approval and (ii) the determination of the Board of Directors of the Company that the Merger is advisable and in the best interests of the Company shareholders, except, in each case, to the extent that the Board of Directors shall have withdrawn or modified its recommendation of this Agreement or the Merger as permitted by Section 6.04.

Proxy Material; Shareholder Meeting. (a) As The Company shall prepare and file with the SEC, as promptly as practicable following practical after the date of this Agreement (and, in any event, within twenty (20) Business Days after the date of this Agreement), the Proxy Statement in preliminary form. Parent, Merger Subsidiary and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent shall prepareand Merger Subsidiary will use reasonable best efforts to furnish to the Company the information relating to Parent and Merger Subsidiary required by the 1934 Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. Without limiting the foregoing, and the Company shall not file the Proxy Statement without first providing Parent a reasonable opportunity to review and propose comments thereon, which comments shall be considered in good faith by the Company. Each of Parent, Merger Subsidiary and the Company agree to correct any information provided by it for use in the Proxy Statement which, to its knowledge, shall have been or become false or misleading. The Company shall cause the Proxy Statement, at the time that it is first filed with the SEC, first published, sent or given to the Company Proxy Statement, and each shareholders of the Company and at the time of the Company Shareholder Meeting, to comply in all material respects with the requirements of the 1934 Act and the regulations and rules promulgated thereunder. The fees and expenses incurred by the Company in connection with the filing, printing and mailing of the Proxy Statement shall be paid by the Company. (b) The Company shall promptly notify Parent shall use its commercially reasonable efforts to respond as promptly as practicable to any of the receipt of all comments of the SEC with respect thereto. Each to the Proxy Statement and of the Company and Parent shall use its commercially reasonable efforts to cause any request by the SEC staff to confirm that they have no further comments on the Company Proxy Statement (“SEC Confirmation”), as promptly as practicable after such filing. Without limiting for any other provision herein, the Company Proxy Statement will contain such amendment or supplement thereto or for additional information and disclosure provide Parent with copies thereof or, if provided orally, a reasonably requested by either the Company or Parent so that the Company Proxy Statement conforms in form and substance to the requirements of the 1934 Act. The Company Proxy Statement shall contain a copy of the Fairness Opiniondetailed description thereof. The Company shall use its commercially reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC, but not without first providing Parent a reasonable opportunity to review and propose comments thereon, which comments shall be considered in good faith by the Company. The Company shall cause the Company Proxy Statement to be mailed to the holders of Company Stock as Company’s stockholders promptly as practicable after the Company has obtained SEC Confirmation. (b) Each of the Company and Parent shall promptly notify the other of the receipt resolution of any comments, whether written or oral, comments thereon from the SEC or its staff and of any request by or, if the SEC or its staff for amendments or supplements to does not inform the Company that it intends to review the Proxy Statement on or for additional information and shall supply before the other tenth (10th) calendar day following the filing of the preliminary Proxy Statement, promptly following such tenth (10th) calendar day. Unless the Board of Directors has made an Adverse Recommendation Change in compliance with copies of all correspondence between this Agreement, the Company or any of its representatives or Parent or any of its representatives, on Recommendation shall be included in the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Company Proxy Statement as expeditiously as practicable. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Company Proxy Statement (including by participating in any discussions or meetings with the SEC) each time before the Company Proxy Statement (or any amendment thereto) is filed with the SEC, and reasonable and good faith consideration shall be given to any comments made by Parent and its counsel. (c) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company for inclusion in the Company Proxy Statement, or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Company Proxy Statement, in either case, which event is required to be described in an amendment of or a supplement to the Company Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed by the Company with the SEC and, as required by Applicable Law, disseminated by the Company to shareholders. No filing of, or amendment or supplement to, the Company Proxy Statement will be made by the Company without providing Parent reasonable opportunity to review and comment thereon in accordance with clause (b) above. (d) As soon as reasonably practicable following the date it receives SEC Confirmation, the The Company shall take all action necessary to duly call, give notice of, convene and hold a meeting of its stockholders for the Company shareholders purpose of approving and adopting this Agreement (including any adjournment or postponement thereof, the “Company Shareholder Meeting”) as promptly as reasonably practicable after the definitive Proxy Statement is mailed to the Company’s stockholders (and, in any event, within 30 days of such mailing, but subject to any extension of such date for any adjournment or postponement made pursuant to this Section 6.04(c)). The Company shall not, without the purpose prior written consent of seeking Parent, postpone, recess or adjourn the Company Shareholder Approval. The Meeting; provided that the Company Proxy Statement shall contain may postpone, recess or adjourn such meeting without the prior written consent of Parent (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required to be sent by applicable Law or at the request of the SEC or its staff is provided to the Company’s shareholders at least five (5) Business Days in advance of a vote on the adoption of this Agreement in order to give the Company’s shareholders sufficient time to evaluate any information or disclosure contained in such supplement or amendment, (ii) to allow reasonable additional time to solicit additional proxies to the extent the Company Board Recommendation reasonably believes necessary in order to obtain the Company shareholders that they give Requisite Vote, or (iii) if as of the time for which the Company Shareholder Approval Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Stockholders Meeting; provided further that the Company Shareholder Meeting shall not be adjourned or postponed pursuant to the foregoing clauses (ii) and (iii) to a date that is later than twenty (20) calendar days after the determination of the Board of Directors of date on which the Company that Shareholder Meeting was originally scheduled without the Merger is advisable and in the best interests of the Company shareholders, except, in each case, to the extent that the Board of Directors shall have withdrawn or modified its recommendation of this Agreement or the Merger as permitted by Section 6.04.prior written consent of