Common use of Proxy Statement; Company Shareholder Meeting Clause in Contracts

Proxy Statement; Company Shareholder Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare (with Parent’s reasonable cooperation) and file the preliminary Proxy Statement with the SEC. The Company shall use its best efforts to respond to any comments of the SEC or its staff, to clear the preliminary Proxy Statement with the SEC as promptly as practicable after filing and to cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or comments thereon and responses thereto or requests by the SEC or its staff for additional information. The Company will promptly provide Parent with copies of all correspondence between the Company (or its Representatives) and the SEC (or its staff) regarding the Proxy Statement or the Merger. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Proxy Statement will be made by the Company, without providing Parent and Merger Sub a reasonable opportunity to review and comment thereon (and the Company shall make all reasonable additions, deletions, changes or other comments to any such filing, amendment, supplement or correspondence suggested by Parent, Merger Sub or their counsel). If at any time prior to the Company Shareholder Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement.

Proxy Statement; Company Shareholder Meeting. (a) As promptly soon as reasonably practicable following the date of this Agreement, but in no event no later than ten Business Days after the date of this Agreement, the Company shall prepare (with Parent’s reasonable cooperation) and file with the preliminary SEC a proxy statement (as amended or supplemented from time to time, the “Proxy Statement”), to be sent to the holders of Company Common Stock relating to the meeting of such holders to be held for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholder Meeting”). The Proxy Statement shall comply as to form, in all material respects, with the SECapplicable provisions of the 1934 Act, and shall be in form and substance reasonably satisfactory to Parent prior to filing. The Company shall use its best commercially reasonable efforts to respond to any comments of the SEC or its staff, to clear the preliminary Proxy Statement with the SEC as promptly as practicable after filing and to cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable after responding to all such the SEC notifies the Company that the SEC has no further comments to the satisfaction of Proxy Statement. No filing of, or amendment or supplement to, the SECProxy Statement will be made by the Company without providing Parent and its counsel the reasonable opportunity to review and comment thereon, which such comments shall be given reasonable and good faith consideration by the Company. The Company will advise Parent, shall (i) notify Parent promptly after it receives notice thereof, of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or comments thereon and responses thereto or requests by the SEC or its staff for additional information. The Company will promptly provide information and shall supply Parent with copies of all correspondence between the Company (or any of its Representatives) , on the one hand, and the SEC (or its staff) regarding the Proxy Statement or the Merger. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff staff, on the other hand, with respect to, to the Proxy Statement will be made by the Company, without providing and (ii) provide Parent and Merger Sub with a reasonable opportunity to review and comment thereon (and on the Company shall make all reasonable additions, deletions, changes or other comments Company’s proposed response to any such filing, amendment, supplement or correspondence suggested comments from the SEC and its staff (to which reasonable and good faith consideration shall be given by the Company). The Company will advise Parent, Merger Sub or their counsel)promptly after it receives notice of the time when the SEC has cleared the Proxy Statement for mailing. If at any time prior to the Company Shareholder Meeting there shall occur Meeting, any event information in the Proxy Statement (other than information that is supplied in writing by Parent or Merger Subsidiary, or their counsel, specifically for inclusion in the Proxy Statement) is discovered by the Company to contain any misstatement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent and the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required to be set forth by Applicable Law, disseminate the information contained in an such amendment or supplement to the Proxy Statement, shareholders of the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplementCompany.

Proxy Statement; Company Shareholder Meeting. (a) As The Company, acting through the Board of Trustees of the Company, shall, in accordance with the Company Declaration of Trust, the Company Bylaws and applicable Law and provided that this Agreement shall not have been terminated: (i) duly call, give notice of, convene and hold a special meeting of its shareholders (the “Company Shareholder Meeting”) as soon as reasonably practicable following the date of this Agreement (but in no event sooner than 20 business days following the date the Proxy Statement is mailed), for the purpose of considering and taking action upon and securing the Company Shareholders’ Approval; and (ii) as promptly as reasonably practicable following the date of this Agreement, the Company shall prepare (with Parent’s reasonable cooperation) and file with the SEC a preliminary proxy or information statement, after review by Acquiror and its counsel (the “Proxy Statement”), relating to the Merger and this Agreement and use its reasonable best efforts, subject to the terms of this Agreement, to (A) obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Acquiror, to respond promptly to any comments made by the SEC with respect to the preliminary Proxy Statement with the SEC. The Company shall use its best efforts to respond to and cause a definitive Proxy Statement, including any comments of the SEC or its staff, to clear the preliminary Proxy Statement with the SEC as promptly as practicable after filing and to cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or comments thereon and responses thereto or requests by the SEC or its staff for additional information. The Company will promptly provide Parent with copies of all correspondence between the Company (or its Representatives) and the SEC (or its staff) regarding the Proxy Statement or the Merger. No filing of, or amendment or supplement tothereto, to be distributed to its shareholders in accordance with applicable Law and the Company Declaration of Trust and Company Bylaws; provided, that no amendment or correspondence supplement to the SEC or its staff with respect to, the Proxy Statement will be made by the Company, Company without providing Parent consultation with Acquiror and Merger Sub a reasonable opportunity to review its counsel and comment thereon (and B) obtain the Company shall make Shareholders’ Approval. The Company will cause the Proxy Statement to comply in all reasonable additions, deletions, changes or other comments to any such filing, amendment, supplement or correspondence suggested by Parent, Merger Sub or their counsel)material respects with all applicable requirements of Law. If at any time prior to the Company Shareholder Meeting there shall occur Whenever any event that occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall as promptly as practicable prepare inform Acquiror of such occurrence and shall file with the SEC or mail to its the shareholders of the Company such an amendment or supplementsupplement to the Proxy Statement.