Common use of Proxy Statement and Other SEC Filings Clause in Contracts

Proxy Statement and Other SEC Filings. As promptly as practicable after execution of this Agreement and the completion of the Due Diligence Period, the Company shall prepare and file the Proxy Statement and any other required SEC filings and use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC and the Parent shall file the Form S-4 and effect any other required filing (if required by applicable law) and use all commercially reasonable efforts to have the S-4 and any other required filing declared effective by the SEC. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement and other SEC filings and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide promptly to Parent copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the shareholders of the Company. Prior to the date of approval of the Merger by the Company's shareholders, each of the Company, Parent and Merger Subsidiary shall correct promptly any information provided by it to be used specifically in the Proxy Statement that shall have become false or misleading in any material respect and the Company shall take all steps necessary to file with the SEC any amendment to the Proxy Statement so as to correct the same and to cause the amended Proxy Statement to be disseminated to the Shareholders of the Company, in each case to the extent required by applicable law.

Proxy Statement and Other SEC Filings. As promptly as ------------------------------------- practicable after execution of this Agreement Agreement, the parties shall cooperate and the completion of the Due Diligence Period, promptly prepare and the Company shall prepare and file the Proxy Statement and any other required the Transaction Statement with the SEC filings under the Exchange Act, and the parties shall use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC and the Parent shall file the Form S-4 and effect any other required filing (if required by applicable law) and use all commercially reasonable efforts to have the S-4 and any other required filing declared effective Transaction Statement cleared by the SEC. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement and other SEC filings and the The Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement or Transaction Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information information, and shall provide promptly to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and Transaction Statement prior to its their being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and Transaction Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has and Transaction Statement have been cleared by the SEC, the Company shall mail the Proxy Statement to the shareholders stockholders of the Company. Prior to the date of approval of the Merger by the Company's shareholdersstockholders, each of the Company, Parent and Merger Subsidiary shall correct promptly any information provided by it to be used specifically in the Proxy Statement or the Transaction Statement that shall have become false or misleading in any material respect and the Company shall take all steps necessary to file with the SEC and cleared by the SEC any amendment or supplement to the Proxy Statement or the Transaction Statement so as to correct the same and to cause the amended Proxy Statement as so corrected to be disseminated to the Shareholders stockholders of the Company, in each case to the extent required by applicable law.

Proxy Statement and Other SEC Filings. As promptly as practicable after execution of this Agreement and the completion of the Due Diligence PeriodAgreement, the Company shall prepare and file the Proxy Statement and any other required SEC filings the Transaction Statement, and use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC and the Parent shall file the Form S-4 and effect any other required filing (if required by applicable law) and use all commercially reasonable efforts to have the S-4 and any other required filing declared effective Transaction Statement cleared by the SEC. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement and other SEC filings the Transaction Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and/or the Transaction Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide promptly to Parent copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and the Transaction Statement prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and the Transaction Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has and the Transaction Statement have been cleared by the SEC, the Company shall mail the Proxy Statement to the shareholders of the Company. Prior to the date of approval of the Merger by the Company's shareholders, each of the Company, Parent and Merger Subsidiary shall correct promptly any information provided by it to be used specifically in the Proxy Statement and the Transaction Statement that shall have become false or misleading in any material respect and the Company shall take all steps necessary to file with the SEC any amendment to the Proxy Statement and the Transaction Statement so as to correct the same and to cause the amended Proxy Statement and Transaction Statement to be disseminated to the Shareholders of the Company, in each case to the extent required by applicable law.

Proxy Statement and Other SEC Filings. As promptly as practicable after execution of this Agreement Agreement, the parties shall cooperate and the completion of the Due Diligence Period, promptly prepare and the Company shall prepare and file the Proxy Statement with the SEC under the Exchange Act, and any other required SEC filings and the parties shall use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC and the Parent shall file the Form S-4 and effect any other required filing (if required by applicable law) and use all commercially reasonable efforts to have the S-4 and any other required filing declared effective by the SEC. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement and other SEC filings and the The Company shall notify Parent Tribe of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information information, and shall provide to Tribe promptly to Parent copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Parent Tribe and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Parent Tribe and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their its being filed with, or sent to, the SEC. Each of the Company, Parent Tribe and Merger Subsidiary LLC agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SECSEC and the Additional Escrow Funds have been placed with the Escrow Agent as provided in Section 5.15(b), the Company shall mail the Proxy Statement to the shareholders stockholders of the Company. Prior to the date of approval of the Merger by the Company's shareholders’s stockholders, each of the Company, Parent Tribe and Merger Subsidiary LLC shall correct promptly any information provided by it to be used specifically in the Proxy Statement that shall have become false or misleading in any material respect and the Company shall take all steps necessary to file with the SEC and cleared by the SEC any amendment or supplement to the Proxy Statement so as to correct the same and to cause the amended Proxy Statement as so corrected to be disseminated to the Shareholders stockholders of the Company, in each case to the extent required by applicable law.

Proxy Statement and Other SEC Filings. As promptly as practicable after execution of this Agreement Agreement, the parties shall cooperate and the completion of the Due Diligence Period, promptly prepare and the Company shall prepare and file the Proxy Statement and any other required the Transaction Statement with the SEC filings under the Exchange Act, and the parties shall use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC and the Parent shall file the Form S-4 and effect any other required filing (if required by applicable law) and use all commercially reasonable efforts to have the S-4 and any other required filing declared effective Transaction Statement cleared by the SEC. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement and other SEC filings and the The Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement or Transaction Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information information, and shall provide promptly to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and Transaction Statement prior to its their being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and Transaction Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has and Transaction Statement have been cleared by the SEC, the Company shall mail the Proxy Statement to the shareholders stockholders of the Company. Prior to the date of approval of the Merger by the Company's shareholdersstockholders, each of the Company, Parent and Merger Subsidiary shall correct promptly any information provided by it to be used specifically in the Proxy Statement or the Transaction Statement that shall have become false or misleading in any material respect and the Company shall take all steps necessary to file with the SEC and cleared by the SEC any amendment or supplement to the Proxy Statement or the Transaction Statement so as to correct the same and to cause the amended Proxy Statement as so corrected to be disseminated to the Shareholders stockholders of the Company, in each case to the extent required by applicable law. Public Announcements. Parent and the Company will consult with each other before issuing any press release or making any public statement with respect to this Agreement and the transactions contemplated hereby and, except as may be required by applicable law or any listing agreement with the NASDAQ - National Market System, will not issue any such press release or make any such public statement prior to such consultation.

Proxy Statement and Other SEC Filings. As promptly as practicable after execution of this Agreement and the completion of the Due Diligence Period, the (a) The Company shall prepare and file with the SEC as soon as practicable a preliminary form of the proxy statement (the "Proxy Statement") to be mailed to the holders of Company Stock in connection with the Meeting of Shareholders. The Company will cause the Proxy Statement and any other required SEC filings and to comply as to form in all material respects with the applicable provisions of the Exchange Act. The Company will use all commercially its reasonable best efforts to have respond to any comments of the SEC or its staff and to cause the Proxy Statement to be cleared by the SEC and the Parent shall file the Form S-4 and effect any other required filing (if required by applicable law) and use all commercially reasonable efforts to have the S-4 and any other required filing declared effective by the SEC. Parent, Merger Subsidiary and The Company will notify the Company shall cooperate with each other in the preparation of the Proxy Statement and other SEC filings and the Company shall notify Parent Purchasers of the receipt of any comments of from the SEC with respect or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide promptly to Parent will supply the Purchasers with copies of all correspondence between the Company or any representative of its representatives, on the Company one hand, and the SEC. The Company shall give Parent and SEC or its counsel staff, on the opportunity other hand, with respect to review the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel Marketing the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent Company and Merger Subsidiary Marketing agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the shareholders of the Company. Prior If at any time prior to the date of approval of the Merger this Agreement by the Company's shareholders, each of the Company, Parent and Merger Subsidiary shareholders there shall correct promptly occur any information provided by it to event that should be used specifically set forth in the Proxy Statement that shall have become false an amendment or misleading in any material respect and the Company shall take all steps necessary to file with the SEC any amendment supplement to the Proxy Statement so as Statement, the Company will prepare and mail to correct the same and to cause the amended Proxy Statement to be disseminated to the Shareholders of the Company, in each case to the extent required by applicable lawits shareholders such an amendment or supplement.

Proxy Statement and Other SEC Filings. As promptly as -------------------------------------------- practicable after execution of this Agreement and the completion of the Due Diligence PeriodAgreement, the Company shall prepare and file the Proxy Statement and any other required SEC filings the Transaction Statement, and use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC and the Parent shall file the Form S-4 and effect any other required filing (if required by applicable law) and use all commercially reasonable efforts to have the S-4 and any other required filing declared effective Transaction Statement cleared by the SEC. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement and other SEC filings the Transaction Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and/or the Transaction Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide promptly to Parent copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and the Transaction Statement prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and the Transaction Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has and the Transaction Statement have been cleared by the SEC, the Company shall mail the Proxy Statement to the shareholders of the Company. Prior to the date of approval of the Merger by the Company's shareholders, each of the Company, Parent and Merger Subsidiary shall correct promptly any information provided by it to be used specifically in the Proxy Statement and the Transaction Statement that shall have become false or misleading in any material respect and the Company shall take all steps necessary to file with the SEC any amendment to the Proxy Statement and the Transaction Statement so as to correct the same and to cause the amended Proxy Statement and Transaction Statement to be disseminated to the Shareholders of the Company, in each case to the extent required by applicable law.

Proxy Statement and Other SEC Filings. As promptly as (a) With reasonable and practicable promptness after the execution of this Agreement Agreement, and after receiving from the completion Company all information, including financial information, required of the Due Diligence PeriodCompany, the Company necessary to prepare required pro forma financial statements and after all pro forma financial statements required have been prepared, Parent shall prepare and file with the SEC a proxy statement relating to the meetings of the Parent's stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the "Proxy Statement"). Notwithstanding the previous sentence, the Parent shall not file the Proxy Statement and any other required SEC filings and use all commercially reasonable efforts to have the Proxy Statement cleared by with the SEC unless and the Parent shall file the Form S-4 and effect any other required filing (if required by applicable law) and use all commercially reasonable efforts to have the S-4 and any other required filing declared effective by the SEC. Parent, Merger Subsidiary and until the Company shall cooperate with each other have notified the Parent in writing that the preparation Company Shareholders have approved the Merger by the requisite vote. Parent shall provide copies of the Proxy Statement and other SEC filings and to the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide promptly to Parent copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed filing with the SEC and shall give Parent will consider the Company's reasonable requests to modify the Proxy Statement. The Proxy Statement will include the Board of Directors of Parent's recommendation that Parent's stockholders approve the Plan of Merger; provided, however, that such Board of Directors will be entitled to withdraw such recommendation, and notify Parent's stockholders of such withdrawal, if such Board determines that its fiduciary obligations to Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all stockholders require such comments of and requests by the SECwithdrawal. As promptly as practicable after the Proxy Statement has been cleared by the SECthereafter and subject to receiving all requisite approvals from all Governmental Entities and NASDAQ (if applicable), the Company Parent shall mail the Proxy Statement to its stockholders. The Proxy Statement shall not seek a shareholder vote respecting the shareholders acquisition by Parent of the Company. Prior to the date assets or equity securities of approval of the Merger by any company (other than the Company's shareholders, each Company Subsidiaries or any company in connection with the Cinergy Transaction) without the prior written approval of the Company, Parent and Merger Subsidiary which approval shall correct promptly any information provided by it to not be used specifically in the Proxy Statement that shall have become false or misleading in any material respect and the Company shall take all steps necessary to file with the SEC any amendment to the Proxy Statement so as to correct the same and to cause the amended Proxy Statement to be disseminated to the Shareholders of the Company, in each case to the extent required by applicable lawunreasonably withheld.

Proxy Statement and Other SEC Filings. As promptly as ------------------------------------- practicable after execution of this Agreement and the completion of the Due Diligence PeriodAgreement, the Company shall prepare and file the Proxy Statement and any other required SEC filings the Transaction Statement, and use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC and the Parent shall file the Form S-4 and effect any other required filing (if required by applicable law) and use all commercially reasonable efforts to have the S-4 and any other required filing declared effective Transaction Statement cleared by the SEC. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement and other SEC filings the Transaction Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and/or the Transaction Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide promptly to Parent copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and the Transaction Statement prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and the Transaction Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has and the Transaction Statement have been cleared by the SEC, the Company shall mail the Proxy Statement to the shareholders of the Company. Prior to the date of approval of the Merger by the Company's shareholders, each of the Company, Parent and Merger Subsidiary shall correct promptly any information provided by it to be used specifically in the Proxy Statement and the Transaction Statement that shall have become false or misleading in any material respect and the Company shall take all steps necessary to file with the SEC any amendment to the Proxy Statement and the Transaction Statement so as to correct the same and to cause the amended Proxy Statement and Transaction Statement to be disseminated to the Shareholders of the Company, in each case to the extent required by applicable law.

Proxy Statement and Other SEC Filings. As (i) Promptly following the date of this Agreement, the Company will prepare and file as promptly as practicable after execution with the SEC a preliminary proxy statement (as amended or supplemented, the “Proxy Statement”) relating to the Company Stockholder Meeting (and will use its reasonable best efforts to do so within 15 Business Days of the date of this Agreement and the completion of the Due Diligence PeriodAgreement). Subject to Section 7.1(c), the Company shall prepare include the Company Board Recommendation in the Proxy Statement. The Company shall use its reasonable best efforts to cause the Proxy Statement 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. The Company will not file the Proxy Statement with the SEC without providing Parent and its counsel a reasonable opportunity to review and comment thereon, which comments shall be considered by the Company in good faith. On the date of filing, the date of mailing to the Company Stockholders (if applicable) and at the time of the Company Stockholder Meeting, the Company shall cause the Proxy Statement and any other Other Required Company Filings to not contain any untrue statement of a material fact or omit to state any material fact required SEC filings and use all commercially reasonable efforts to have be stated therein or necessary in order to make the Proxy Statement cleared statements therein, in light of the circumstances under which they are made, not false or misleading; provided, notwithstanding the Table of Contents foregoing, no covenant is made by the SEC and the Parent shall file the Form S-4 and effect Company with respect to any other required filing (if required information supplied by applicable law) and use all commercially reasonable efforts to have the S-4 and any other required filing declared effective by the SEC. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement and other SEC filings and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide promptly to Parent copies of all correspondence between the Company Sub or any representative of the Company and the SEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests their Affiliates for additional information and replies to comments prior to their being filed with, inclusion or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests incorporation by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the shareholders of the Company. Prior to the date of approval of the Merger by the Company's shareholders, each of the Company, Parent and Merger Subsidiary shall correct promptly any information provided by it to be used specifically reference in the Proxy Statement that shall have become false or misleading in any material respect and Other Required Company Filings. The information supplied by the Company shall take all steps necessary to file with the SEC any amendment to for inclusion or incorporation by reference in the Proxy Statement so as or any Other Required Company Filings will not, at the time of filing with the SEC, contain any untrue statement of a material fact or omit to correct state any material fact required to be stated therein or necessary in order to make the same and to statements therein, in light of the circumstances under which they are made, not misleading. Parent shall cause the amended information supplied by Parent, Merger Sub and their respective Affiliates for inclusion or incorporation by reference in the Proxy Statement or any Other Required Company Filings to not, at the time of filing with the SEC, knowingly contain any untrue statement of a material fact or omit to state any material fact required to be disseminated stated therein or necessary in order to make the Shareholders statements therein, in light of the Companycircumstances under which they are made, not misleading. Notwithstanding the foregoing, no covenant is made by Parent or Merger Sub with respect to any information supplied by the Company for inclusion or incorporation by reference in each case to the extent required by applicable lawProxy Statement or any Other Required Company Filing.