Common use of Proxy Statement and Schedule 13E-3 Clause in Contracts

Proxy Statement and Schedule 13E-3. Subject to Section 6.03, as promptly as practicable, and in any event within fifteen Business Days after the date hereof, the Company and Parent shall prepare and file the Proxy Statement in preliminary form with the SEC and the Schedule 13E-3 with the SEC. Subject to Section 6.03, the Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its shareholders as promptly as practicable following the later of (A) clearance of the Proxy Statement by the SEC and (B) the Go-Shop Period End Date. Parent and Merger Subsidiary shall furnish to the Company all information concerning Parent and Merger Subsidiary as may be reasonably required by the Company in connection with the Proxy Statement. Each of the Company, Parent and Merger Subsidiary shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Proxy Statement and to cause the Proxy Statement, as so amended or supplemented, to be filed with SEC and mailed to its shareholders, in each case as and to the extent required by Applicable Law. The Company shall (i) as promptly as practicable after receipt thereof, provide Parent and its counsel with copies of any written comments, and advise Parent and its counsel of any oral comments, with respect to the Proxy Statement (or any amendment or supplement thereto) received from the SEC or its staff, (ii) provide Parent and its counsel a reasonable opportunity to review the Company’s proposed response to such comments, (iii) include in the Company’s written response to such comments any comments reasonably proposed by Parent and its counsel, and (iv) provide Parent and its counsel a reasonable opportunity to participate in any discussions or meetings with the SEC. The Parent shall use its reasonable best efforts to ensure that the Proxy Statement complies in all material respects with the rules and regulations promulgated by the SEC under the 1934 Act. The Company shall use its reasonable best efforts to have the Proxy Statement, and the Company and Parent shall use their reasonable best efforts to have the Schedule 13E-3, cleared by the SEC as promptly as practicable.

Proxy Statement and Schedule 13E-3. Subject to Section 6.03, (a) As soon as promptly as practicable, and in any event within fifteen Business Days after practicable following the date hereof, the Company and Parent shall prepare and file cause to be filed with the SEC, with the cooperation and assistance of Parent and Merger Sub, the Proxy Statement in preliminary form Statement. Concurrently with the preparation of the Proxy Statement, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 relating to the authorization and approval of this Agreement, the Plan of Merger and the Schedule 13E-3 with Transactions by the SEC. Subject to Section 6.03, the Proxy Statement shall include the recommendation of the Board of Directors shareholders of the Company in favor (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of approval the Company, Parent and adoption of this Agreement and the Merger. The Company Merger Sub shall use its reasonable best efforts to cause ensure that the Proxy Statement to be mailed to its shareholders as promptly as practicable following and the later of (A) clearance Schedule 13E-3 comply in all material respects with the requirements of the Proxy Statement by Exchange Act and the SEC rules and (B) the Go-Shop Period End Dateregulations promulgated thereunder. Parent and Merger Subsidiary shall furnish Subject to Section 6.02, the Company all information concerning Parent and Merger Subsidiary as may be reasonably required by shall include the Company Board Recommendation in connection with the Proxy Statement. Each of the Company, Parent and Merger Subsidiary shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Proxy Statement and to cause the Proxy Statement, as so amended or supplemented, to be filed with SEC and mailed to its shareholders, in each case as and to the extent required by Applicable Law. The Company shall (i) as promptly as practicable after receipt thereof, provide Parent and its counsel with copies of any written comments, and advise Parent and its counsel of any oral comments, with respect to the Proxy Statement (or any amendment or supplement thereto) received from the SEC or its staff, (ii) provide Parent and its counsel a reasonable opportunity to review the Company’s proposed response to such comments, (iii) include in the Company’s written response to such comments any comments reasonably proposed by Parent and its counsel, and (iv) provide Parent and its counsel a reasonable opportunity to participate in any discussions or meetings with the SEC. The Parent Sub shall use its reasonable best efforts to ensure that respond promptly to any comments of the SEC with respect to the Proxy Statement complies and the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable and timely assistance and cooperation to the Company in all material respects with the rules preparation, filing and regulations promulgated by the SEC under the 1934 Act. The Company shall use its reasonable best efforts to have distribution of the Proxy Statement, the Schedule 13E-3 and the Company resolution of comments from the SEC. Upon its receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and Parent shall use their reasonable best efforts to have the Schedule 13E-3, cleared the Company shall promptly notify Parent and Merger Sub and in any event within twenty-four (24) hours and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing the Schedule 13E-3 or mailing the Proxy Statement (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable period of time to review and comment on such document or response and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.02, in connection with any disclosure regarding an Adverse Recommendation Change, the Company shall not be required to provide Parent or Merger Sub with an opportunity to review or comment on (or include comments proposed by Parent or Merger Sub) the Schedule 13E-3 or the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or another filing by the SEC as promptly as practicableCompany with the SEC, with respect to such disclosure.

Proxy Statement and Schedule 13E-3. Subject to Section 6.03, as promptly as practicable, and in any event within fifteen Business Days after (a) Promptly following the date hereof, the Company Company, with the assistance of Holdco, Parent and Parent Merger Sub, shall prepare and file the Proxy Statement in preliminary form cause to be filed with the SEC a proxy statement relating to the approval of this Agreement, the Plan of Merger and the Schedule 13E-3 with Transactions by the SECshareholders of the Company, including the Merger (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). Subject to and without limiting the rights of the Special Committee and the Company Board to effect a Change in Company Recommendation pursuant to and in accordance with Section 6.036.04(d), the Proxy Statement shall include the recommendation Company Recommendation. Concurrently with the preparation of the Board of Directors Proxy Statement, the Company, Holdco, Parent and Merger Sub shall jointly prepare and cause to be filed a Schedule 13E-3 with the SEC. Each of the Company Company, Holdco, Parent and Merger Sub shall use its reasonable best efforts so that the Schedule 13E-3 will comply as to form in favor all material respects with the requirements of approval and adoption of this Agreement the Exchange Act and the Mergerrules and regulations promulgated thereunder. The Company Each of the Company, Holdco, Parent and Merger Sub shall use its reasonable best efforts to cause respond promptly to any comments of the SEC with respect to the Proxy Statement to be mailed to its shareholders as promptly as practicable following the later of (A) clearance of the Proxy Statement by the SEC and (B) the Go-Shop Period End Date. Parent and Merger Subsidiary shall furnish to the Company all information concerning Parent and Merger Subsidiary as may be reasonably required by the Company in connection with the Proxy StatementSchedule 13E-3. Each of the Company, Holdco, Parent and Merger Subsidiary Sub shall promptly correct any furnish all information provided by it for use in the Proxy Statement if and concerning such party to the extent that such information shall have become false or misleading other as may be reasonably requested in any material respectconnection with the preparation, filing and the Company shall take all steps necessary to amend or supplement distribution of the Proxy Statement and to cause the Proxy Statement, as so amended or supplemented, to be filed with SEC and mailed to its shareholders, in each case as and to the extent required by Applicable LawSchedule 13E-3. The Company shall (i) as promptly as practicable after notify Parent upon the receipt thereof, provide Parent and its counsel with copies of any written comments, and advise Parent and comments from the SEC or its counsel of staff or any oral comments, with respect request from the SEC or its staff for amendments or supplements to the Proxy Statement and Schedule 13E-3 and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing or mailing the Proxy Statement and Schedule 13E-3 (or any amendment or supplement thereto) received from or responding to any comments of the SEC or its staffwith respect thereto, the Company (iii) shall provide Parent and its counsel a reasonable opportunity to review the Company’s proposed response to and comment on such commentsdocument or response, and (iiiii) include shall consider in the Company’s written response to such comments any good faith and take into account those comments reasonably proposed by Parent and its counsel. Notwithstanding the foregoing or anything else herein to the contrary, and (iv) subject to compliance with the terms of Section 6.04, in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent and its counsel a reasonable the opportunity to participate in review or comment on (or include comments proposed by Parent in) the portion of the Schedule 13E-3 or the Proxy Statement, any discussions amendment or meetings supplement thereto, or any other filing by the Company with the SEC, solely with respect to such disclosure. The If at any time prior to the Shareholders’ Meeting, any information relating to the Company, Holdco, Parent shall use its reasonable best efforts and Merger Sub or any of their respective affiliates, officers or directors, is discovered by the Company, Holdco, Parent and Merger Sub which should be set forth in an amendment or supplement to ensure the Proxy Statement and Schedule 13E-3 so that the Proxy Statement complies and Schedule 13E-3 shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in all material respects order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the rules SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company; provided that prior to such filing, the Company, Holdco, Parent and regulations promulgated by Merger Sub, as the SEC under case may be, shall consult with the 1934 Act. The Company other Parties with respect to such amendment or supplement and shall use its afford the other Parties and their Representatives reasonable best efforts opportunity to have the Proxy Statement, and the Company and Parent shall use their reasonable best efforts to have the Schedule 13E-3, cleared by the SEC as promptly as practicablecomment thereon.

Proxy Statement and Schedule 13E-3. Subject to Section 6.03, (a) As soon as promptly as practicable, and in any event within fifteen Business Days after practicable following the date hereof, the Company with the assistance of Parent and Parent Merger Sub, shall prepare and file the Proxy Statement in preliminary form Statement. Concurrently with the preparation of the Proxy Statement, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e−3 transaction statement on Schedule 13E−3 relating to the authorization and approval of this Agreement, the Plan of Merger and the Schedule 13E-3 with Transactions by the SEC. Subject to Section 6.03, the Proxy Statement shall include the recommendation of the Board of Directors shareholders of the Company in favor of approval and adoption of this Agreement and (such Schedule 13E−3, as amended or supplemented, being referred to herein as the Merger. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its shareholders as promptly as practicable following the later of (A) clearance of the Proxy Statement by the SEC and (B) the Go-Shop Period End Date. Parent and Merger Subsidiary shall furnish to the Company all information concerning Parent and Merger Subsidiary as may be reasonably required by the Company in connection with the Proxy Statement“Schedule 13E−3”). Each of the Company, Parent and Merger Subsidiary shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Proxy Statement and to cause the Proxy Statement, as so amended or supplemented, to be filed with SEC and mailed to its shareholders, in each case as and to the extent required by Applicable Law. The Company shall (i) as promptly as practicable after receipt thereof, provide Parent and its counsel with copies of any written comments, and advise Parent and its counsel of any oral comments, with respect to the Proxy Statement (or any amendment or supplement thereto) received from the SEC or its staff, (ii) provide Parent and its counsel a reasonable opportunity to review the Company’s proposed response to such comments, (iii) include in the Company’s written response to such comments any comments reasonably proposed by Parent and its counsel, and (iv) provide Parent and its counsel a reasonable opportunity to participate in any discussions or meetings with the SEC. The Parent Sub shall use its reasonable best efforts to ensure that the Proxy Statement complies and the Schedule 13E−3 comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated by thereunder. Each of the SEC under the 1934 Act. The Company Company, Parent and Merger Sub shall use its reasonable best efforts to have respond promptly to any comments of the SEC with respect to the Proxy Statement and the Schedule 13E−3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing and distribution of the Proxy Statement, the Schedule 13E−3 and the resolution of comments from the SEC. Upon its receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and the Schedule 13E−3, the Company shall promptly notify Parent and Merger Sub and in any event within twenty-four (24) hours and shall provide Parent with copies of all correspondence between the Company and Parent shall use their reasonable best efforts its representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to have filing the Schedule 13E-313E−3 or mailing the Proxy Statement (or in each case, cleared by any amendment or supplement thereto) or responding to any comments of the SEC as promptly as practicablewith respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable period of time to review and comment on such document or response and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith.

Proxy Statement and Schedule 13E-3. Subject to Section 6.03, as (a) Reasonably promptly as practicable, and in any event within fifteen Business Days after the date hereofexecution of this Agreement, the Company and Parent shall prepare and the Proxy Statement, file the Proxy Statement in preliminary form with the SEC under the Exchange Act, and use commercially reasonable efforts to have the Schedule 13E-3 with Proxy Statement cleared by the SEC. Subject Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of any comments of the SEC with respect to Section 6.03, the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall include provide to Acquiror reasonably promptly copies of all correspondence between the recommendation of the Board of Directors Company or any representative of the Company in favor of approval and adoption of this Agreement and the MergerSEC. The Company shall use give Acquiror and its reasonable best efforts counsel the opportunity to cause review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to be the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its shareholders as promptly as practicable following Stockholders and shall give Acquiror and its counsel the later of (A) clearance of opportunity to review and comment on all amendments and supplements to the Proxy Statement by and any other documents filed with, or sent to, the SEC and (B) the Go-Shop Period End Date. Parent and Merger Subsidiary shall furnish or mailed to the Company Stockholders and all responses to requests for additional information concerning Parent and Merger Subsidiary as may be reasonably required by replies to comments prior to their being filed with, or sent to, the Company in connection with the Proxy StatementSEC or mailed to its Stockholders. Each of the Company, Parent Holding and Acquiror agrees to use its commercially reasonable 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 Stockholders. Prior to the date of approval of the Merger Subsidiary by the Stockholders, each of the Company, Holding and Acquiror shall correct promptly correct any information provided by it for use and used in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement, Statement as so amended or supplemented, corrected to be filed with SEC and mailed disseminated to its shareholdersthe Stockholders, in each case as and to the extent required by Applicable applicable Law. The Company shall (i) as promptly as practicable after receipt thereof, provide Parent and its counsel with copies of any written comments, and advise Parent and its counsel of any oral comments, with respect to the Proxy Statement (or any amendment or supplement thereto) received from the SEC or its staff, (ii) provide Parent and its counsel a reasonable opportunity to review the Company’s proposed response to such comments, (iii) include in the Company’s written response to such comments any comments reasonably proposed by Parent and its counsel, and (iv) provide Parent and its counsel a reasonable opportunity to participate in any discussions or meetings with the SEC. The Parent shall use its reasonable best efforts to ensure that the Proxy Statement complies in all material respects with the rules and regulations promulgated by the SEC under the 1934 Act. The Company shall use its reasonable best efforts to have the Proxy Statement, and the Company and Parent shall use their reasonable best efforts to have the Schedule 13E-3, cleared by the SEC as promptly as practicable.