Common use of Proxy Statement and Other Required Company Filings Clause in Contracts

Proxy Statement and Other Required Company Filings. Within five (5) Business Days after the date hereof, the Company shall engage a proxy solicitation firm (which proxy solicitation firm shall be reasonably acceptable to Parent). As soon as reasonably practicable following the date hereof, but in no event later than ten (10) Business Days after the date hereof, the Company shall prepare and file with the SEC the Proxy Statement in connection with the solicitation of proxies from the Company’s stockholders for use at the Company Stockholder Meeting. Parent and Merger Subsidiary shall furnish all information concerning Parent and Merger Subsidiary (and their respective Affiliates, if applicable) as may be reasonably requested by the Company to be included in the Proxy Statement. The Company shall use reasonable best efforts to cause a definitive Proxy Statement to be filed with the SEC, respond to any comments of the SEC or its staff, and disseminate to the Company’s stockholders as promptly as practicable following the filing thereof with the SEC and the earlier of (a) if the SEC does have comments, confirmation from the SEC that it has no additional comments on the Proxy Statement, or (b) the expiration of the 10-day waiting period provided in Rule 14a-6(a) under the 1934 Act. Neither the Company nor any of its Affiliates, if applicable, shall file any document, correspond or otherwise communicate with the SEC or its staff with respect to the Proxy Statement in any such case without providing Parent and Merger Subsidiary a reasonable opportunity to review and comment thereon or participate therein, as the case may be and shall include in such Proxy Statement comments reasonably proposed by Parent or Merger Subsidiary. Unless this Agreement is earlier terminated pursuant to Article 10, the Company shall (i) advise Parent and Merger Subsidiary promptly after it receives notice thereof, of any receipt of a request, whether written or oral, by the SEC or its staff for an amendment or revisions to the Proxy Statement, any receipt of comments from the SEC or its staff on the Proxy Statement or any receipt of a request by the SEC or its staff for additional information in connection therewith, and (ii) provide Parent and Merger Subsidiary with copies of all correspondence with its Representatives, on the one hand, and the SEC or its staff, on the other hand with respect to the Proxy Statement or any other filing required under Applicable Law. The Company shall provide Parent and its counsel with a reasonable opportunity to provide comments on the Company’s response to such SEC comments (to which reasonable and good faith consideration shall be given). If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or Merger Subsidiary, or any of their respective directors, officers or Affiliates, should be discovered by the Company, Parent or Merger Subsidiary which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement or any other filing required under Applicable Law, as applicable, 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, the party which discovers such information shall promptly notify the other, and an appropriate amendment or supplement to the Proxy Statement or the applicable filing required under Applicable Law describing such information shall be promptly prepared and filed with the SEC and, to the extent required by Applicable Law or the SEC or its staff, disseminated to the Company’s stockholders. Unless the Company Board has effected an Adverse Company Recommendation Change, the Company shall include the Company Board Recommendation in the Proxy Statement and, if applicable, any other filing required under Applicable Law.

Proxy Statement and Other Required Company Filings. Within five (5) Business Days after the date hereof, the Company shall engage a proxy solicitation firm (which proxy solicitation firm shall be reasonably acceptable to Parent). As soon as reasonably practicable following the date hereof, but in any event no event later than ten (10) Business Days after the date hereofDecember 7, 2009, the Company shall prepare and file with the SEC the Proxy Statement for use in connection with the solicitation of proxies from the Company’s stockholders Company Stockholders for use at the Company Stockholder Meeting. If the Company determines that it is required to file with the SEC any Other Required Company Filing under applicable Law or Order, the Company shall promptly prepare and file with the SEC such Other Required Company Filing. Parent and Merger Subsidiary Sub shall furnish all information concerning Parent and Merger Subsidiary Sub (and their respective Affiliates, if applicable) as may be reasonably requested by the Company is required to be included in the Proxy StatementStatement or such other filings, or that is customarily included in such Proxy Statement or such other filings in connection with the preparation and filing with the SEC of the Proxy Statement and any Other Required Company Filing. The Company shall use reasonable best efforts to cause a definitive the Proxy Statement to be filed with the SEC, respond to any comments of the SEC or its staff, and disseminate disseminated to the Company’s stockholders Company Stockholders as promptly as practicable following the filing thereof with the SEC and the earlier of (a) if the SEC does have comments, confirmation from the SEC that it will not comment on, or that it has no additional comments on on, the Proxy Statement. Unless the Company Board has effected a Recommendation Change, neither the Company nor any of its Affiliates shall file with the SEC the Proxy Statement or any Other Required Company Filing, or (b) the expiration of the 10-day waiting period provided in Rule 14a-6(a) under the 1934 Act. Neither any amendment or supplement thereto, and neither the Company nor any of its Affiliates, if applicable, shall file any document, correspond or otherwise communicate with the SEC or its staff with respect to the Proxy Statement or any Other Required Company Filing in any such case without providing Parent and Merger Subsidiary Sub a reasonable opportunity to review and comment thereon or participate therein, as the case may be and shall include in such Proxy Statement or Other Required Company Filing comments reasonably proposed by Parent or Merger SubsidiarySub. Unless this Agreement is earlier terminated pursuant to Article 10VIII, the Company shall (i) advise Parent and Merger Subsidiary Sub promptly after it receives notice thereof, of any receipt of a request, whether written or oral, request by the SEC or its staff for an amendment or revisions to the Proxy StatementStatement or any Other Required Company Filing, any receipt of comments from the SEC or its staff on the Proxy Statement or any Other Required Company Filing or any receipt of a request by the SEC or its staff for additional information in connection therewith, and (ii) provide Parent and Merger Subsidiary Sub with copies of all correspondence with its Representativesrepresentatives, on the one hand, and the SEC or its staff, on the other hand with respect to the Proxy Statement or any other filing required under Applicable Law. The Other Required Company shall provide Parent and its counsel with a reasonable opportunity to provide comments on the Company’s response to such SEC comments (to which reasonable and good faith consideration shall be given)Filings. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or Merger SubsidiarySub, or any of their respective directors, officers or Affiliates, should be discovered by the Company, Parent or Merger Subsidiary Sub which should be set forth in an amendment or supplement to the Proxy Statement or any Other Required Company Filing so that the Proxy Statement or any other filing required under Applicable Law, as applicable, Other Required Company 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, the party which discovers such information shall promptly notify the other, and an appropriate amendment or supplement to the Proxy Statement or the applicable filing required under Applicable Law Other Required Company Filing describing such information shall be promptly prepared and filed with the SEC and, to the extent required by Applicable applicable Law or Order or the SEC or its staff, disseminated to the Company’s stockholdersCompany Stockholders. The Company shall 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 Nasdaq. Unless the Company Board has effected an Adverse Company a Recommendation Change, the Company shall include the Company Board Recommendation in the Proxy Statement and, if applicable, any other filing required under Applicable LawOther Required Company Filings.

Proxy Statement and Other Required Company Filings. Within five (5) Business Days after As soon as practicable following the date hereof, the Company shall engage a proxy solicitation firm (which proxy solicitation firm shall be reasonably acceptable to Parent). As soon as reasonably practicable following the date hereofprepare, but in no event later than ten (10) Business Days after the date hereofconsultation with Elevation, the Company shall prepare and file with the SEC SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company’s stockholders Company Stockholders for use at the Company Stockholder Meeting. Parent If the Company determines that it or Merger Sub is required to file with the SEC any Other Required Company Filing under applicable Law, the Company shall promptly prepare and file with the SEC such Other Required Company Filing. If Elevation or any of its Affiliates determine that they are required to file any Other Required Elevation Filing under applicable Law, then Elevation and its Affiliates, if applicable, shall promptly prepare and file with the SEC such Other Required Elevation Filing. The Company, Merger Subsidiary Sub and Elevation, as the case may be, shall furnish all information concerning Parent the Company and Merger Subsidiary (Sub, on the one hand, and their respective Elevation and its Affiliates, if applicable) , on the other hand, as the other may be reasonably requested by request in connection with the Company to be included in preparation and filing with the SEC of the Proxy Statement, any Other Required Company Filing and any Other Required Elevation Filing. The Subject to applicable Law, the Company shall use reasonable best efforts to cause a definitive the Proxy Statement to be filed with the SEC, respond to any comments of the SEC or its staff, and disseminate disseminated to the Company’s stockholders Company Stockholders as promptly as practicable following the filing thereof with the SEC and the earlier of (a) if the SEC does have comments, confirmation from the SEC that it will not comment on, or that it has no additional comments on on, the Proxy Statement, or (b) the expiration any Other Required Company Filing and any Other Required Elevation Filing. None of the 10-day waiting period provided in Rule 14a-6(a) under the 1934 Act. Neither the Company nor Company, Elevation or any of its their respective Affiliates shall file with the SEC the Proxy Statement, any Other Required Company Filing or any Other Required Elevation Filing, as the case may be, or any amendment or supplement thereto, and none of the Company, Elevation or any of their respective Affiliates, if applicable, shall file any document, correspond or otherwise communicate with the SEC or its staff with respect to the Proxy Statement Statement, any Other Required Company Filing or any Other Required Elevation Filing, as the case may be, in any such case without providing Parent and Merger Subsidiary the other parties to this Agreement a reasonable opportunity to review and comment thereon or participate therein, as the case may be be. The Company, on the one hand, and Elevation, on the other hand, shall include in such Proxy Statement comments reasonably proposed by Parent or Merger Subsidiary. Unless this Agreement is earlier terminated pursuant to Article 10advise the other, the Company shall (i) advise Parent and Merger Subsidiary promptly after it receives notice thereof, of any receipt of a request, whether written or oral, request by the SEC or its staff for an amendment or revisions to the Proxy Statement, any Other Required Company Filing or any Other Required Elevation Filing, as the case may be, any receipt of comments from the SEC or its staff on the Proxy Statement Statement, any Other Required Company Filing or any Other Required Elevation Filing, as the case may be, or any receipt of a request by the SEC or its staff for additional information in connection therewith, and (ii) provide Parent and Merger Subsidiary with copies of all correspondence with its Representatives, on the one hand, and the SEC or its staff, on the other hand with respect to the Proxy Statement or any other filing required under Applicable Law. The Company shall provide Parent and its counsel with a reasonable opportunity to provide comments on the Company’s response to such SEC comments (to which reasonable and good faith consideration shall be given). If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or Merger Subsidiary, Elevation or any of their respective partners, members, stockholders, directors, officers or Affiliates, should be discovered by the Company, Parent Company or Merger Subsidiary Elevation which should be set forth in an amendment or supplement to the Proxy Statement Statement, any Other Required Company Filing or any Other Required Elevation Filing, as the case may be, so that the Proxy Statement Statement, any Other Required Company Filing or any other filing required under Applicable LawOther Required Elevation Filing, as applicablethe case may be, 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, the party which discovers such information shall promptly notify the other, and an appropriate amendment or supplement to the Proxy Statement or the applicable filing required under Applicable Law Other Required Company Filing or Other Required Elevation Filing describing such information shall be promptly prepared and filed with the SEC and, to the extent required by Applicable applicable Law or the SEC or its staff, disseminated to the Company’s stockholdersCompany Stockholders. The Company shall cause the Proxy Statement and any Other Required Company Filing to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC and Nasdaq. Elevation shall cause any Other Required Elevation Filing to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC. Unless this Agreement is earlier terminated pursuant to ARTICLE IX, subject to the Company Board has effected an Adverse Company Recommendation Changeterms of Section 5.3(b), the Company shall include the Company Board Recommendation in the Proxy Statement and, if applicable, any other filing required under Applicable LawStatement.

Proxy Statement and Other Required Company Filings. Within five (5) Business Days after the date hereof, the Company shall engage a proxy solicitation firm (which proxy solicitation firm shall be reasonably acceptable to Parent). As soon as reasonably practicable following the date hereofof this Agreement, but in no event later than ten (10) Business Days after the date hereofCompany, Parent and Merger Sub shall jointly prepare, and the Company shall prepare and file with the SEC SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company’s stockholders Company Stockholders for use at the Company Stockholder Meeting. If the Company determines that it is required to file with the SEC any Other Required Company Filing under applicable Legal Requirements, the Company shall promptly prepare and file with the SEC such Other Required Company Filing. If Parent or Merger Sub determine that they are required to file any Other Required Parent Company Filing under applicable Legal Requirements, then Parent and Merger Subsidiary Sub shall promptly prepare and file with the SEC such Other Required Parent Filing. The Company, Parent and Merger Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Merger Subsidiary (Sub, on the other hand, as the other may reasonably request in connection with the preparation and their respective Affiliates, if applicable) as may be reasonably requested by filing with the Company to be included in SEC of the Proxy Statement, any Other Required Company Filing and any Other Required Parent Filing. The Subject to applicable Legal Requirements, the Company shall use its reasonable best efforts to cause a definitive the Proxy Statement to be filed with the SEC, respond to any comments of the SEC or its staff, and disseminate disseminated to the Company’s stockholders Company Stockholders as promptly as practicable following the filing thereof with the SEC and the earlier of (a) if the SEC does have comments, confirmation from the SEC that it will not comment on, or that it has no additional comments on on, the Proxy Statement, or (b) the expiration any Other Required Company Filing and any Other Required Parent Filing. None of the 10-day waiting period provided in Rule 14a-6(a) under Company, Parent, or Merger Sub shall file with the 1934 Act. Neither SEC the Proxy Statement, any Other Required Company nor Filing or any Other Required Parent Filing, as the case may be, or any amendment or supplement thereto, and, to the extent permitted by Legal Requirements, none of its Affiliatesthe Company, if applicableParent or Merger Sub, shall file any document, correspond or otherwise communicate in any material respect with the SEC or its staff with respect to the Proxy Statement Statement, any Other Required Company Filing or any Other Required Parent Filing, as the case may be, in any such case without providing Parent and Merger Subsidiary the other parties hereto a reasonable opportunity to review and comment thereon or participate therein, as the case may be be. The Company, on the one hand, and shall include in such Proxy Statement comments reasonably proposed by Parent or Merger Subsidiary. Unless this Agreement is earlier terminated pursuant to Article 10, the Company shall (i) advise Parent and Merger Subsidiary Sub, on the other hand, shall advise the other, promptly after it receives notice thereof, of any receipt of a request, whether written or oral, request by the SEC or its staff for an amendment or revisions to the Proxy Statement, any Other Required Company Filing or any Other Required Parent Filing, as the case may be, any receipt of comments from the SEC or its staff on the Proxy Statement Statement, any Other Required Company Filing or any Other Required Parent Filing, as the case may be, or any receipt of a request by the SEC or its staff for additional information in connection therewith, and (ii) provide Parent and Merger Subsidiary with copies of all correspondence with its Representatives, on the one hand, and the SEC or its staff, on the other hand with respect to the Proxy Statement or any other filing required under Applicable Law. The Company shall provide Parent and its counsel with a reasonable opportunity to provide comments on the Company’s response to such SEC comments (to which reasonable and good faith consideration shall be given). If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or Merger SubsidiarySub, or any of their respective partners, members, stockholders, directors, officers or Affiliatesofficers, should be discovered by the Company, Parent or Merger Subsidiary Sub which should be set forth in an amendment or supplement to the Proxy Statement Statement, any Other Required Company Filing or any Other Required Parent Filing, as the case may be, so that the Proxy Statement Statement, any Other Required Company Filing or any other filing required under Applicable LawOther Required Parent Filing, as applicablethe case may be, 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, the party which discovers such information shall promptly notify the other, and an appropriate amendment or supplement to the Proxy Statement or the applicable filing required under Applicable Law Other Required Company Filing or Other Required Parent Filing describing such information shall be promptly prepared and filed with the SEC and, to the extent required by Applicable Law applicable Legal Requirements or the SEC or its staff, disseminated to the Company’s stockholdersCompany Stockholders. The Company shall cause the Proxy Statement and any Other Required Company Filing to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC and Nasdaq. Parent and Merger Sub shall cause any Other Required Parent Filing to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC. Unless this Agreement is earlier terminated pursuant to Article VIII or the Company Board has effected an Adverse Company shall effect a Recommendation ChangeChange pursuant to the terms of Section 5.6(a), the Company shall include the Company Board Recommendation in the Proxy Statement and, if applicable, any other filing required under Applicable LawOther Required Company Filings.

Proxy Statement and Other Required Company Filings. Within five (5a) Business Days after As soon as practicable following the date hereof, the Company shall engage a proxy solicitation firm prepare, and, within twenty (which proxy solicitation firm shall be reasonably acceptable to Parent). As soon as reasonably practicable following the date hereof, but in no event later than ten (1020) Business Days after following the date hereof, the Company shall prepare and file with the SEC the preliminary Proxy Statement for use in connection with the solicitation of proxies from the Company’s stockholders Company Stockholders for use at the Company Stockholder Meeting. If the Company determines that it is required to file with the SEC any Other Required Company Filing under applicable Law, then the Company shall promptly prepare and file with the SEC such Other Required Company Filing. The Company, Parent and Merger Subsidiary Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Merger Subsidiary Acquisition Sub (and their respective Affiliates, if applicable) ), on the other hand, as may reasonably be reasonably requested by required in connection with the Company to be included in preparation and filing with the SEC of the Proxy StatementStatement and any Other Required Company Filing. The Subject to applicable Law, the Company shall use reasonable best efforts to cause a definitive the Proxy Statement to be filed with the SEC, respond to any comments of the SEC or its staff, and disseminate disseminated to the Company’s stockholders Company Stockholders as promptly as practicable following the filing thereof with the SEC and the earlier of (a) if the SEC does have comments, confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement and any Other Required Company Filing. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement or any Other Required Company Filing if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement and any Other Required Company Filing, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy StatementStatement and any Other Required Company Filing prior to the filing thereof with the SEC, or (b) the expiration of the 10-day waiting period provided in Rule 14a-6(a) under the 1934 Act. Neither and the Company nor shall give reasonable and good faith consideration to any of comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall promptly provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its Affiliates, if applicable, shall file any document, correspond or otherwise communicate with counsel may receive from the SEC or its staff with respect to the Proxy Statement and any Other Required Company Filing promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such case without providing Parent and Merger Subsidiary comments of the SEC or its staff (including a reasonable opportunity to review and comment thereon or participate thereinon any such response, as the case may be and shall include in such Proxy Statement comments reasonably proposed by Parent or Merger Subsidiary. Unless this Agreement is earlier terminated pursuant to Article 10, the Company shall (igive reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) advise Parent and Merger Subsidiary promptly after it receives notice thereof, of to participate in any receipt of a request, whether written or oral, by discussions with the SEC or its staff for an amendment or revisions to the Proxy Statement, regarding any receipt of comments from the SEC or its staff on the Proxy Statement or any receipt of a request by the SEC or its staff for additional information in connection therewith, and (ii) provide Parent and Merger Subsidiary with copies of all correspondence with its Representatives, on the one hand, and the SEC or its staff, on the other hand with respect to the Proxy Statement or any other filing required under Applicable Law. The Company shall provide Parent and its counsel with a reasonable opportunity to provide comments on the Company’s response to such SEC comments (to which reasonable and good faith consideration shall be given). If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or Merger Subsidiary, or any of their respective directors, officers or Affiliates, should be discovered by the Company, Parent or Merger Subsidiary which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement or any other filing required under Applicable Law, as applicable, 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, the party which discovers such information shall promptly notify the other, and an appropriate amendment or supplement to the Proxy Statement or the applicable filing required under Applicable Law describing such information shall be promptly prepared and filed with the SEC and, to the extent required by Applicable Law or the SEC or its staff, disseminated to the Company’s stockholders. Unless the Company Board has effected an Adverse Company Recommendation Change, the Company shall include the Company Board Recommendation in the Proxy Statement and, if applicable, any other filing required under Applicable Lawcomments.

Proxy Statement and Other Required Company Filings. Within five (5) Business Days after the date hereof, the Company shall engage a proxy solicitation firm (which proxy solicitation firm shall be reasonably acceptable to Parent). As soon as reasonably practicable following the date hereof, but in no event later than ten (10) Business Days after the date hereof, the Company shall prepare and file with the SEC the Proxy Statement in connection with the solicitation of proxies from the Company’s stockholders for use at the Company Stockholder Meeting, and the Company and Parent shall, as soon as reasonably practicable following the date of this Agreement jointly prepare and file with the SEC the Schedule 13E-3. Parent and Merger Subsidiary shall furnish all information concerning Parent and Merger Subsidiary (and their respective Affiliates, if applicable) as may be reasonably requested by the Company is required to be included in the Proxy Statement, or that is customarily included in such Proxy Statement in connection with the preparation and filing with the SEC of the Proxy Statement, and Parent, Sub and the Company shall cooperate in the preparation of the Schedule 13E-3. The Company shall use reasonable best efforts to cause a definitive the Proxy Statement to be filed with the SEC, respond to any comments of the SEC or its staff, and disseminate disseminated to the Company’s stockholders as promptly as practicable following the filing thereof with the SEC and the earlier of (a) if the SEC does have comments, confirmation from the SEC that it will not comment on, or that it has no additional comments on on, the Proxy Statement, or (b) the expiration of the 10-day waiting period provided in Rule 14a-6(a) under the 1934 Act. Neither the Company nor any of its Affiliates, if applicable, shall file any document, correspond or otherwise communicate with the SEC or its staff with respect to the Proxy Statement in any such case without providing Parent and Merger Subsidiary a reasonable opportunity to review and comment thereon or participate therein, as the case may be and shall include in such Proxy Statement comments reasonably proposed by Parent or Merger Subsidiary. Unless this Agreement is earlier terminated pursuant to Article 10, the Company shall (i) advise Parent and Merger Subsidiary promptly after it receives notice thereof, of any receipt of a request, whether written or oral, request by the SEC or its staff for an amendment or revisions to the Proxy Statement, any receipt of comments from the SEC or its staff on the Proxy Statement or the Schedule 13E-3 or any receipt of a request by the SEC or its staff for additional information in connection therewith, and (ii) provide Parent and Merger Subsidiary with copies of all correspondence with its Representatives, on the one hand, and the SEC or its staff, on the other hand hand, with respect to the Proxy Statement or Statement, the Schedule 13E-3 any other filing required under Applicable Law. The Company and Parent shall cooperate and provide Parent and its counsel each other with a reasonable opportunity to provide comments review and comment on the Company’s response to such SEC comments (to which reasonable Schedule 13E-3 and responses relating thereto and shall consider in good faith consideration shall be given)comments reasonably proposed by the other party. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or Merger Subsidiary, or any of their respective directors, officers or Affiliates, should be discovered by the Company, Parent or Merger Subsidiary which should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement Statement, the Schedule 13E-3, or any other filing required under Applicable Law, as applicable, 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, the party which discovers such information shall promptly notify the other, and an appropriate amendment or supplement to the Proxy Statement Statement, the Schedule 13E-3 or the applicable filing required under Applicable Law describing such information shall be promptly prepared and filed with the SEC and, to the extent required by Applicable Law or the SEC or its staff, disseminated to the Company’s stockholders. Unless the Company Board has effected an Adverse Company Recommendation Change, the Company shall include the Company Board Recommendation in the Proxy Statement and, if applicable, any other filing required under Applicable Law.

Proxy Statement and Other Required Company Filings. Within five (5) Business Days after the date hereof, the Company shall engage a proxy solicitation firm (which proxy solicitation firm shall be reasonably acceptable to Parent). As soon as reasonably practicable following the date hereof, but hereof (and in any event no event later than ten (10) Business Days 30 calendar days after the date hereofof this Agreement, subject to the prompt receipt from Parent and Merger Subsidiary of the information described in the second sentence of this Section 8.03), the Company shall will prepare and file with the SEC the Proxy Statement Statement, in connection with the solicitation of proxies from the Company’s stockholders for use at the Company Stockholder Meeting. Parent and Merger Subsidiary shall will furnish all information concerning Parent and Merger Subsidiary (and their respective Affiliates, if applicable) as may be reasonably requested by the Company is required to be included in the Proxy Statement, or that is customarily included in such Proxy Statement in connection with the preparation and filing with the SEC of the Proxy Statement. The Company shall will use reasonable best efforts to cause a definitive the Proxy Statement to be filed with the SEC, respond to any comments of the SEC or its staff, and disseminate disseminated to the Company’s stockholders as promptly as practicable following the filing thereof with the SEC and the earlier of (a) if the SEC does have comments, confirmation from the SEC that it will not comment on, or that it has no additional comments on on, the Proxy Statement, or (b) the expiration of the 10-day waiting period provided in Rule 14a-6(a) under the 1934 Act. Neither the Company nor any of its Affiliates, if applicable, shall file any document, will correspond or otherwise communicate with the SEC or its staff with respect to the Proxy Statement in any such case without providing Parent and Merger Subsidiary a reasonable opportunity to review and comment thereon or participate therein, as the case may be and shall include in such Proxy Statement comments reasonably proposed by Parent or Merger Subsidiarybe. Unless this Agreement is earlier terminated pursuant to Article 10, the Company shall will (i) advise Parent and Merger Subsidiary promptly after it receives notice thereof, of any receipt of a request, whether written or oral, request by the SEC or its staff for an amendment or revisions to the Proxy Statement, any receipt of comments from the SEC or its staff on the Proxy Statement or any receipt of a request by the SEC or its staff for additional information in connection therewith, and (ii) provide Parent and Merger Subsidiary with copies of all correspondence with its Representatives, on the one hand, and the SEC or its staff, on the other hand with respect to the Proxy Statement or and any other filing required under Applicable Law. The Company shall provide Parent and its counsel with a reasonable opportunity to provide comments on the Company’s response to such SEC comments (to which reasonable and good faith consideration shall be given). If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or Merger Subsidiary, or any of their respective directors, officers or Affiliates, should be discovered by the Company, Parent or Merger Subsidiary which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement or any other filing required under Applicable Law, as applicable, 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, the party which discovers such information shall will promptly notify the other, and an appropriate amendment or supplement to the Proxy Statement or the applicable filing required under Applicable Law describing such information shall will be promptly prepared and filed with the SEC and, to the extent required by Applicable Law or the SEC or its staff, disseminated to the Company’s stockholders. Unless the Company Board has effected an Adverse Company Recommendation ChangeExcept as expressly permitted by Section 6.03, the Company shall will include the Company Board Recommendation in the Proxy Statement and, if applicable, any other filing required under Applicable Law.

Proxy Statement and Other Required Company Filings. Within five (5Subject to Section 6.02(b) Business Days after the date hereofand Section 6.03, if approval of, or notification to, the Company shall engage a proxy solicitation firm (which proxy solicitation firm shall be reasonably acceptable Company’s stockholders is required by Applicable Law to Parent). As soon as reasonably practicable consummate the Merger, then promptly following the date hereof, but in no event later than ten (10) Business Days after the date hereofAcceptance Time, the Company shall prepare and file with the SEC not later than ten (10) Business Days after such date the Proxy Statement in connection with the solicitation of proxies from the Company’s stockholders for use at the Company Stockholder Meeting. Parent and Merger Subsidiary shall furnish all information concerning Parent and Merger Subsidiary (and their respective Affiliates, if applicable) as may be reasonably requested by the Company is required to be included in the Proxy StatementStatement or which is reasonably requested by the Company. The Company shall use reasonable best efforts to cause a definitive the Proxy Statement to be filed with the SEC, respond to any comments of the SEC or its staff, and disseminate to the Company’s stockholders as promptly as practicable following the filing thereof with the SEC and the earlier of (a) if the SEC does have comments, confirmation from the SEC that it has no additional comments on the Proxy Statement, or (b) the expiration of the 10-day waiting period provided in Rule 14a-6(a) under the 1934 Act. Neither the Company nor any of its Affiliates, if applicable, shall file the Proxy Statement or any document, correspond or otherwise communicate with the SEC or its staff with respect to the Proxy Statement in any such case without providing Parent and Merger Subsidiary a reasonable opportunity to review and comment thereon or participate therein, as the case may be and shall include in such Proxy Statement comments reasonably proposed by Parent or Merger Subsidiary. Unless this Agreement is earlier terminated pursuant to Article 10, the Company shall (i) advise Parent and Merger Subsidiary promptly after it receives notice thereof, of any receipt of a request, whether written or oral, by the SEC or its staff for an amendment or revisions to the Proxy Statement, any receipt of comments from the SEC or its staff on the Proxy Statement or any receipt of a request by the SEC or its staff for additional information in connection therewith, and (ii) provide Parent and Merger Subsidiary with copies of all correspondence with its Representatives, on the one hand, and the SEC or its staff, on the other hand with respect to the Proxy Statement or any other filing required under Applicable Law. The Company shall provide Parent and its counsel with a reasonable opportunity to provide comments on the Company’s response to such SEC comments (to which reasonable and good faith consideration shall be given). If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or Merger Subsidiary, or any of their respective directors, officers or Affiliates, should be discovered by the Company, Parent or Merger Subsidiary which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement or any other filing required under Applicable Law, as applicable, 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, the party which discovers such information shall promptly notify the other, and an appropriate amendment or supplement to the Proxy Statement or the applicable filing required under Applicable Law describing such information shall be promptly prepared and filed with the SEC and, to the extent required by Applicable Law or the SEC or its staff, disseminated to the Company’s stockholders. Unless the Company Board has effected an Adverse Company Recommendation Change, the Company shall include the Company Board Recommendation in the Proxy Statement and, if applicable, any other filing required under Applicable Law.

Proxy Statement and Other Required Company Filings. Within five (5) Business Days after the date hereof, the Company shall engage a proxy solicitation firm (which proxy solicitation firm shall be reasonably acceptable to Parent). As soon as reasonably practicable following the date hereof, but in any event no event later than ten (10) Business Days after the date hereofOctober 22, 2007, the Company shall prepare and file with the SEC the Proxy Statement for use in connection with the solicitation of proxies from the Company’s stockholders Company Stockholders for use at the Company Stockholder Meeting. Parent If the Company determines that it is required to file with the SEC any Other Required Company Filing under applicable Law, the Company shall promptly prepare and file with the SEC such Other Required Company Filing. If Newco, Merger Sub or any of their respective Affiliates determine that they are required to file any Other Required Newco Company Filing under applicable Law, then Newco, Merger Sub and their respective Affiliates, if applicable, shall promptly prepare and file with the SEC such Other Required Newco Filing. The Company, Newco and Merger Subsidiary Sub, as the case may be, shall furnish all information concerning Parent the Company, on the one hand, and Newco and Merger Subsidiary Sub (and their respective Affiliates, if applicable) ), on the other hand, as may be reasonably requested by the Company is required to be included in the Proxy Statement or such other filings, or that is customarily included in such Proxy Statement or such other filings in connection with the preparation and filing with the SEC of the Proxy Statement, any Other Required Company Filing and any Other Required Newco Filing. The Company shall use reasonable best efforts to cause a definitive the Proxy Statement to be filed with the SEC, respond to any comments of the SEC or its staff, and disseminate disseminated to the Company’s stockholders Company Stockholders as promptly as practicable following the filing thereof with the SEC and the earlier of (a) if the SEC does have comments, confirmation from the SEC that it will not comment on, or that it has no additional comments on on, the Proxy Statement, any Other Required Company Filing and any Other Required Newco Filing. In any event, the Company shall disseminate the Proxy Statement to the Company Stockholders within five (5) Business Days after such confirmation or (b) the expiration clearance. Unless this Agreement is earlier terminated pursuant to Article VIII, none of the 10-day waiting period provided in Rule 14a-6(a) under the 1934 Act. Neither the Company nor Company, Newco, Merger Sub or any of its their respective Affiliates shall file with the SEC the Proxy Statement, any Other Required Company Filing or any Other Required Newco Filing, as the case may be, or any amendment or supplement thereto, and none of the Company, Newco, Merger Sub or any of their respective Affiliates, if applicable, shall file any document, correspond or otherwise communicate with the SEC or its staff with respect to the Proxy Statement Statement, any Other Required Company Filing or any Other Required Newco Filing, as the case may be, in any such case without providing Parent and Merger Subsidiary the other parties hereto a reasonable opportunity to review and comment thereon or participate therein, as the case may be and shall include in such Proxy Statement or Other Filing comments reasonably proposed by Parent or Merger Subsidiarythe other party. Unless this Agreement is earlier terminated pursuant to Article 10VIII, the Company shall (i) advise Parent Company, on the one hand, and Newco and Merger Subsidiary Sub, on the other hand, shall advise the other, promptly after it receives notice thereof, of any receipt of a request, whether written or oral, request by the SEC or its staff for an amendment or revisions to the Proxy Statement, any Other Required Company Filing or any Other Required Newco Filing, as the case may be, any receipt of comments from the SEC or its staff on the Proxy Statement Statement, any Other Required Company Filing or any Other Required Newco Filing, as the case may be, or any receipt of a request by the SEC or its staff for additional information in connection therewith, and (ii) shall provide Parent and Merger Subsidiary the other party with copies of all correspondence with its Representativesrepresentatives, on the one hand, and the SEC or its staff, on the other hand with respect to the Proxy Statement or any other filing required under Applicable Law. The Company shall provide Parent and its counsel with a reasonable opportunity to provide comments on the Company’s response to such SEC comments (to which reasonable and good faith consideration shall be given)Other Filings. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent Newco or Merger SubsidiarySub, or any of their respective partners, members, stockholders, directors, officers or Affiliates, should be discovered by the Company, Parent Newco or Merger Subsidiary Sub which should be set forth in an amendment or supplement to the Proxy Statement Statement, any Other Required Company Filing or any Other Required Newco Filing, as the case may be, so that the Proxy Statement Statement, any Other Required Company Filing or any other filing required under Applicable LawOther Required Newco Filing, as applicablethe case may be, 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, the party which discovers such information shall promptly notify the other, and an appropriate amendment or supplement to the Proxy Statement or the applicable filing required under Applicable Law Other Required Company Filing or Other Required Newco Filing describing such information shall be promptly prepared and filed with the SEC and, to the extent required by Applicable applicable Law or the SEC or its staff, disseminated to the Company’s stockholdersCompany Stockholders. The Company shall cause the Proxy Statement and any Other Required Company Filing to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC and Nasdaq. Newco and Merger Sub shall cause any Other Required Newco Filing to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC. Unless the Company Board has effected an Adverse Company Recommendation Changethis Agreement is earlier terminated pursuant to Article VIII, the Company shall include the Company Board Recommendation in the Proxy Statement and, if applicable, any other filing required under Applicable LawOther Required Company Filings.