Common use of Proxy Solicitation Materials Clause in Contracts

Proxy Solicitation Materials. The Company and the Board agree that the Company’s Proxy Statement for the 2006 Annual Meeting and all other solicitation materials to be delivered to stockholders in connection with the 2006 Annual Meeting shall be prepared in accordance with, and in furtherance of, this Agreement. The Company will provide the Investors with copies of any proxy materials or other solicitation materials at least two business days, in the case of proxy statements, and at least one business days, in the case of other solicitation materials, in advance of filing such materials with the SEC or disseminating the same in order to permit the Investors a reasonable opportunity to review and comment on such materials. The Investors will provide, as promptly as reasonably practicable, all information relating to the Investor Nominees (and other information, if any) to the extent required under applicable law to be included in the Company’s Proxy Statement and any other solicitation materials to be delivered to stockholders in connection with the 2006 Annual Meeting. The proxy statement for the 2006 Annual Meeting shall contain the same type of information concerning the Investor Nominees as provided for the incumbent director nominees.