Common use of Proxy Statement/Information Statement Clause in Contracts

Proxy Statement/Information Statement. If requested by Parent, the Company will promptly prepare and file with the SEC, a proxy statement or, if applicable, an information statement, to obtain the requisite stockholder approval of this Agreement and the transactions contemplated hereby. The Company will respond to any comments of the SEC as promptly as practicable after such filing and will cause the proxy or information statement, as applicable, to be mailed to its stockholders at the earliest practicable time. The Company will notify Parent promptly upon 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 for additional information and will supply Parent with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the proxy statement. The proxy or information statement, as applicable, will comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the proxy or information statement, as applicable, the Company will promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of the Company, of such amendment or supplement. The proxy statement or information statement, as applicable, shall include the recommendation of the Boards of Directors of the Company in favor of the approval of this Agreement and the transactions contemplated thereby, subject to Section 7.8(b).

Proxy Statement/Information Statement. If requested by -------------------------------------- Parent, the Company will promptly prepare and file with the SEC, a proxy statement or, if applicable, an information statement, to obtain the requisite stockholder approval of this Agreement and the transactions contemplated hereby. The Company will respond to any comments of the SEC as promptly as practicable after such filing and will cause the proxy or information statement, as applicable, to be mailed to its stockholders at the earliest practicable time. The Company will notify Parent promptly upon 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 for additional information and will supply Parent with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the proxy statement. The proxy or information statement, as applicable, will comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the proxy or information statement, as applicable, the Company will promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of the Company, of such amendment or supplement. The proxy statement or information statement, as applicable, shall include the recommendation of the Boards of Directors of the Company in favor of the approval of this Agreement and the transactions contemplated thereby, subject to Section 7.8(b).. --------------