Common use of Proxy Material Clause in Contracts

Proxy Material. (a) If approval of the Company Stockholders is required by Delaware Law in order to consummate the Merger other than pursuant to Section 253 of the DGCL, as soon as practicable following the Acceptance Time, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to stockholders, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the Company Stockholders in connection with the solicitation of proxies for use at the Company Stockholder Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Company Proxy Statement”). The Company and Parent, as the case may be, shall furnish all information concerning the Company or Parent as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Company Proxy Statement. Subject to all applicable requirements under applicable Laws, the Company shall use commercially reasonable efforts to cause the Company Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC. Each party hereto shall cause the Company Proxy Statement to, when filed with the SEC, comply as to form in all material respects with the applicable requirements of the Exchange Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to the Company Stockholders and at the time of the Company Stockholder Meeting, the parties hereto will cause the Company Proxy Statement not to contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made or covenant is agreed to by any party hereto with respect to information supplied by any other party hereto or any of their officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Company Proxy Statement. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Company Proxy Statement shall be made by the Company without providing Parent and Merger Sub a reasonable opportunity to review and comment thereon. The Company shall advise Parent and Merger Sub, promptly after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Company Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company, Parent or Merger Sub, or any of their respective directors, officers or Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Company Proxy Statement so that the Company Proxy Statement 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 shall promptly notify the other party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Company Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable law, disseminated to the stockholders of the Company. The Company shall cause the Company Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the Nasdaq Global Select Market.

Proxy Material. (ai) If approval of In connection with the Company Stockholders is required by Delaware Law in order to consummate the Merger other than pursuant to Section 253 of the DGCL, as soon as practicable following the Acceptance TimeMeeting, the Company will (A) as promptly as reasonably practicable after the date of this Agreement prepare and Parent shall jointly prepare, and the Company shall file with the SEC, SEC a proxy statementstatement (as it may be amended or supplemented from time to time, letter the “Proxy Statement”) related to stockholdersthe consideration of the Proposals at the Stockholders Meeting, notice (B) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filings and provide copies of meeting and form of proxy accompanying the proxy statement that will be provided such comments to those Buyers who have so requested in a writing delivered to the Company Stockholders in connection with prior to the solicitation date hereof to be a Requesting Buyer for purposes of proxies for use at the Company Stockholder Meetingthis Agreement (each such Buyer delivering such request is listed on Schedule 4(b) hereto and referred to herein as a “Requesting Buyer”) promptly upon receipt and copies of proposed responses to each Requesting Buyer a reasonable time prior to filing to allow meaningful comment, (C) as promptly as reasonably practicable prepare and file any schedules required amendments or supplements necessary to be filed with the in response to any SEC in connection therewith comments or as otherwise required by law, (collectively, as amended or supplemented, the “Company Proxy Statement”). The Company and Parent, as the case may be, shall furnish all information concerning the Company or Parent as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Company Proxy Statement. Subject D) mail to all applicable requirements under applicable Laws, the Company shall use commercially reasonable efforts to cause the Company Proxy Statement to be disseminated to the Company Stockholders its stockholders as promptly as reasonably practicable following the filing thereof with the SEC. Each party hereto shall cause the Company Proxy Statement to, when filed with and all other customary proxy or other materials for meetings such as the SEC, comply as to form in all material respects with the applicable requirements of the Exchange Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to the Company Stockholders and at the time of the Company Stockholder Meeting, the parties hereto will cause the Company Proxy Statement not to contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made or covenant is agreed to by any party hereto with respect to information supplied by any other party hereto or any of their officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Company Proxy Statement. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Company Proxy Statement shall be made by the Company without providing Parent and Merger Sub a reasonable opportunity to review and comment thereon. The Company shall advise Parent and Merger Sub, promptly after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Company Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company, Parent or Merger Sub, or any of their respective directors, officers or Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Company Proxy Statement so that the Company Proxy Statement 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 shall promptly notify the other party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Company Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, (E) to the extent required by applicable law, disseminated as promptly as reasonably practicable prepare, file and distribute to the Company stockholders any supplement or amendment to the Proxy Statement if any event shall occur which requires such action at any time prior to the Stockholders Meeting, and (F) otherwise use commercially reasonable efforts to comply with all requirements of law applicable to any Stockholders Meeting. The Buyers shall cooperate with the Company in connection with the preparation of the CompanyProxy Statement and any amendments or supplements thereto, including promptly furnishing the Company upon request with any and all information as may be required to be set forth in the Proxy Statement or any amendments or supplements thereto under applicable law. The Company will provide each Requesting Buyer a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, and shall cause give reasonable consideration to any such comments proposed, prior to mailing the Company Proxy Statement to comply as to form and substance in all material respects with the applicable requirements Company’s stockholders. The Proxy Statement shall include the recommendation of the Exchange Act and Board that stockholders vote in favor of the Nasdaq Global Select Marketadoption of all of the Proposals at the Stockholders Meeting.

Proxy Material. (a) If approval of the Company Stockholders Stockholder Approval is required by Delaware Law under the DGCL in order to consummate the Merger other than pursuant to Section 253 of the DGCL, then, in accordance with DGCL and the Company Governing Documents, as soon promptly as reasonably practicable following after the Acceptance Timeconsummation of the Offer, the Company and Parent shall prepare jointly prepare, and the Company shall file with the SECSEC a preliminary Proxy Statement and all other proxy materials for such meeting. Subject to Section 8.3(c), a proxy statement, letter to stockholders, notice the Company shall include in the Proxy Statement the unanimous recommendation of meeting and form of proxy accompanying the proxy statement that will be provided Company Board to the Company Stockholders in connection with the solicitation stockholders of proxies for use at the Company to grant Stockholder MeetingApproval and the written opinion of the Company’s financial advisor, and any schedules required to be filed with dated as of the SEC in connection therewith (collectively, as amended or supplemented, the “Company Proxy Statement”)date hereof. The Company and Parent, as the case may be, shall furnish all information concerning the Company or Parent it as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Company Proxy Statement. Subject to all applicable requirements under applicable LawsAs promptly as reasonably practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall use commercially reasonable efforts to cause shall, jointly with Parent, prepare and file any required amendments to, and the Company definitive, Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC. Each party hereto The Company shall cause promptly provide Parent and its counsel with (i) any comments or other communications, whether written or oral, that the Company Proxy Statement to, when filed with the SEC, comply as or its counsel may receive from time to form in all material respects with the applicable requirements of the Exchange Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to the Company Stockholders and at the time of the Company Stockholder Meeting, the parties hereto will cause the Company Proxy Statement not to contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made or covenant is agreed to by any party hereto with respect to information supplied by any other party hereto or any of their officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Company Proxy Statement. No filing of, or amendment or supplement to, or correspondence with from the SEC or its staff with respect to the Company Proxy Statement shall be made by the Company without providing Parent promptly after receipt of those comments or other communications, and Merger Sub (ii) a reasonable opportunity to review and comment thereon. The Company shall advise Parent and Merger Sub, promptly after it receives notice thereof, participate in the response of any request by the SEC or its staff for an amendment or revisions to the Company Proxy Statementto those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), or comments thereon and responses thereto, or requests including by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company, Parent or Merger Sub, or any of their respective directors, officers or Affiliates, should be discovered by participating with the Company or Parent which should its counsel in any discussions or meetings with the SEC. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Company definitive Proxy Statement so that Statement, the Company Proxy Statement 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 shall promptly notify the other party or parties heretoinform Parent of such occurrence and shall, as the case may bejointly with Parent, prepare and an appropriate amendment or supplement to the Company Proxy Statement describing such information shall be promptly prepared and filed file with the SEC andor its staff, and/or mail to the extent required by applicable law, disseminated to the stockholders of the Company, such amendment or supplement. The Company shall provide Parent and its counsel with a reasonable opportunity to review and comment on the preliminary Proxy Statement and any amendment or supplement thereto prior to filing such with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company shall provide Parent with a copy of all such filings made with the SEC. The Company will promptly cause the Company definitive Proxy Statement to comply as be mailed to form and substance in all material respects its stockholders at the earliest practicable time after the definitive Proxy Statement is filed with the applicable requirements SEC. Subject to Section 8.3(d), the Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the Exchange Act adoption and approval of this Agreement and the Nasdaq Global Select Marketapproval of the Merger.