Common use of Proxy Statement; Schedule Clause in Contracts

Proxy Statement; Schedule. 13E-3. (a) The Company and Parent shall cooperate to, concurrently with the preparation and filing of the Schedule 13E-3, prepare and file with the SEC, as promptly as reasonably practicable after the date of this Agreement (and use reasonable best efforts to do so within thirty (30) Business Days following the date hereof), a proxy statement as contemplated by Rule 14a of the Exchange Act (such proxy statement, as amended or supplemented, the “Proxy Statement”), which shall contain (i) the information specified in Schedule 14A under the Exchange Act concerning the Merger and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL. The Company shall (A) provide Parent with a reasonable opportunity to review and comment on drafts of the Proxy Statement prior to filing the Proxy Statement with the SEC and (B) consider in good faith all reasonable comments made with respect thereto by Parent or its Representatives. (b) The Company and Parent shall cooperate to, concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3 (such transaction statement, including any amendment or supplement thereto, the “Schedule 13E-3”) relating to the Transactions. (c) Each of the Company and Parent shall provide each other and their respective outside legal counsel and other Representatives a reasonable opportunity to participate in any discussions or meetings with the SEC (or portions of any such discussions or meetings) that relate to the Proxy Statement or the Schedule 13E-3. The Company shall promptly notify Parent, and Parent shall promptly notify the Company, as applicable, of the receipt of any comments from the SEC (or its staff) with respect to the Proxy Statement or the Schedule 13E-3 and of any request by the SEC for any amendment or supplement thereto or for additional information. The Company shall promptly provide to Parent copies of all correspondence between the Company or any of its Representatives and the SEC with respect to the Proxy Statement and the Schedule 13E-3, and Parent shall promptly provide to the Company copies of all correspondence between Parent or any of its Representatives and the SEC with respect to the Proxy Statement and the Schedule 13E-3. The Company, Parent and Merger Sub shall use their respective reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement or the Schedule 13E-3 from the SEC (or its staff), including by preparing any additional filings required by the SEC or pursuant to applicable Law (provided that, for the avoidance of doubt, prior to responding to any comments of the SEC (or its staff) or making any additional filings required by the SEC, each party shall provide the other with a reasonable opportunity to consult and review such responses or filings and shall consider in good faith any comments on such responses or filings). The Company, Parent and Merger Sub shall use their respective reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. The Company shall cause the definitive Proxy Statement and the Schedule 13E-3 (and any other such additional required filings) to be mailed (including by electronic delivery if permitted) to the stockholders of the Company as of the record date established for the Stockholders Meeting as promptly as reasonably practicable after confirmation from the SEC that it will not review, or that it has completed its review of, the Proxy Statement and the Schedule 13E-3. (d) The Company agrees, as to itself and the Company Subsidiaries, that the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act. The Company and Parent agree, as to themselves and their Affiliates, that the Schedule 13E-3 will comply in all material respects with the applicable provisions of the Exchange Act. Each of Parent and Merger Sub shall provide the Company with such information concerning itself and its Affiliates as is customarily included in a proxy statement or Schedule 13E-3 prepared in connection with a transaction of the type contemplated by this Agreement or as otherwise required by Law, as requested by the SEC (or its staff), or as the Company may reasonably request, in each case, as promptly as reasonably practicable after its request by the Company. The Company, Parent and Merger Sub shall ensure that none of the information supplied by it for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3 will, at the date of mailing (including by electronic delivery if permitted) to stockholders of the Company and at the time of the Stockholders Meeting (as applicable), contain any untrue statement 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; provided, however, that the Company assumes no responsibility with respect to information supplied in writing by or on behalf of Parent, Merger Sub or their respective Representatives, for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3 and Parent, Merger Sub and their respective Representatives assume no responsibility with respect to information supplied in writing by or on behalf of the Company for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3. (e) If at any time prior to the Stockholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, or any transaction any of them have entered, or are contemplating entering, into in connection with this Agreement, is discovered by Parent, Merger Sub or the Company, which information should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3, so that the Proxy Statement or the Schedule 13E-3, as applicable, would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party hereto that discovers such information shall as promptly as practicable following such discovery notify the other parties hereto and after such notification (i) the Company shall, as and to the extent required by applicable Law, promptly prepare an amendment or supplement to the Proxy Statement, (ii) the Company, Parent and Merger Sub shall, as and to the extent required by applicable Law, promptly prepare an amendment or supplement to the Schedule 13E-3 and (iii) the Company shall cause the Proxy Statement or Parent and the Company shall cause the Schedule 13E-3, as applicable, as so amended or supplemented to be filed with the SEC and the Company shall cause such filing to be disseminated to its stockholders.

Proxy Statement; Schedule. 13E-3.13e-3 and Schedules 13D and 13G. (a) The Company and Parent shall cooperate to, concurrently with Promptly (but in no event later than 30 days) after the preparation and filing execution of the Schedule 13E-3Merger Agreement, the Company will prepare (with Parent’s reasonable cooperation) and file with the SEC, as promptly as reasonably practicable after the date of this Agreement (and use reasonable best efforts to do so within thirty (30) Business Days following the date hereof), SEC a preliminary proxy statement as contemplated by Rule 14a of to be sent to the Exchange Act stockholders in connection with the Company Stockholder Meeting (such the proxy statement, as amended including any amendments or supplementedsupplements thereto, the “Proxy Statement”), which shall contain (i) the information specified in Schedule 14A under the Exchange Act concerning the Merger and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL. The Company shall (A) provide Company, Parent with a reasonable opportunity to review and comment on drafts of the Proxy Statement prior to filing the Proxy Statement with the SEC and (B) consider in good faith all reasonable comments made with respect thereto by Parent or its Representatives. (b) The Company and Parent Stockholders shall cooperate to, concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3 13e-3 (such transaction statement, including any amendment or supplement thereto, the “Schedule 13E-313e-3”) relating to the Transactions. (c) Each of Merger and the Company and Parent shall provide each other and their respective outside legal counsel and other Representatives a reasonable opportunity to participate in any discussions or meetings with transactions contemplated by the SEC (or portions of any such discussions or meetings) that relate to the Proxy Statement or the Schedule 13E-3Merger Agreement. The Company shall promptly notify Parent, and Parent shall promptly notify the Company, as applicable, of the receipt of any comments from the SEC (or its staff) with respect to the Proxy Statement or the Schedule 13E-3 and of any request by the SEC for any amendment or supplement thereto or for additional information. The Company Stockholders shall promptly provide to Parent copies of all correspondence between information reasonably requested by the Company or any of its Representatives and the SEC with respect to the Proxy Statement and the Schedule 13E-3, and Parent shall promptly provide to the Company copies of all correspondence between Parent or any of its Representatives and the SEC with respect to the Proxy Statement and the Schedule 13E-3. The Company, Parent and Merger Sub shall use their respective reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement or the Schedule 13E-3 from the SEC (or its staff), including by preparing any additional filings required by the SEC or pursuant to applicable Law (provided that, for the avoidance of doubt, prior to responding to any comments of the SEC (or its staff) or making any additional filings required by the SEC, each party shall provide the other with a reasonable opportunity to consult and review such responses or filings and shall consider in good faith any comments on such responses or filings). The Company, Parent and Merger Sub shall use their respective reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. The Company shall cause the definitive Proxy Statement and the Schedule 13E-3 (and any other such additional required filings) to be mailed (including by electronic delivery if permitted) to the stockholders of the Company as of the record date established for the Stockholders Meeting as promptly as reasonably practicable after confirmation from the SEC that it will not review, or that it has completed its review of, the Proxy Statement and the Schedule 13E-3. (d) The Company agrees, as to itself and the Company Subsidiaries, that the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act. The Company and Parent agree, as to themselves and their Affiliates, that the Schedule 13E-3 will comply in all material respects with the applicable provisions of the Exchange Act. Each of Parent and Merger Sub shall provide the Company with such information concerning itself and its Affiliates as is customarily included in a proxy statement or Schedule 13E-3 prepared in connection with a transaction the preparation of the type contemplated by this Agreement or as otherwise required by Law, as requested by the SEC (or its staff), or as the Company may reasonably request, in each case, as promptly as reasonably practicable after its request by the CompanySchedule 13e-3. The Company, Parent and Merger Sub shall ensure that none of the information supplied by it the Stockholders for inclusion or incorporation by reference in the Proxy Statement or Statement, the Schedule 13E-3 will13e-3 or any Other Required Parent Filings will not, at the date of mailing (including by electronic delivery if permitted) to stockholders of the Company and at the time of the Stockholders Meeting (as applicable)that such information is provided, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company assumes no responsibility with respect to information supplied in writing by or on behalf of Parent, Merger Sub or their respective Representatives, for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3 and Parent, Merger Sub and their respective Representatives assume no responsibility with respect to information supplied in writing by or on behalf of the Company for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3. (e) If at any time prior to the Stockholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, or any transaction any of them have entered, or are contemplating entering, into in connection with this Agreement, is discovered by Parent, Merger Sub or the Company, which information should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3, so that the Proxy Statement or the Schedule 13E-3, as applicable, would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Promptly after the execution and delivery of this Agreement, Parent and the Stockholders shall cooperate to prepare and file with the SEC any required disclosure statements on Schedule 13D or Schedule 13G or any amendments or supplements thereto, as applicable (such disclosure statements, including any amendments or supplements thereto, the party hereto that discovers such information “Schedule 13D/G Filings”) relating to the Merger Agreement, this Agreement and the transactions contemplated hereby and thereby (including the Mergers). The Company will not file the Proxy Statement with the SEC without first providing the Stockholders and their counsel a reasonable opportunity to review and comment thereon, and the Company will give good faith consideration to all reasonable additions, deletions, modifications or changes suggested by the Stockholders or their counsel. The Company and Parent shall as promptly as practicable following such discovery notify the other parties hereto and after such notification (i) provide the Company shall, as Stockholders and their counsel a reasonable opportunity to review drafts of the extent required by applicable Law, promptly prepare an amendment or supplement Schedule 13e-3 prior to filing the Proxy Statement, Schedule 13e-3 with the SEC and (ii) consider in good faith all comments thereto reasonably proposed by the Stockholders, their counsel and its other Representatives. Parent and the Stockholders shall (i) provide each other, the Company and their respective counsels a reasonable opportunity to review drafts of all Schedule 13D/G Filings prior to filing any Schedule 13D/G Filing with respect to the Company with the SEC and (ii) consider in good faith all comments thereto reasonably proposed by the other parties, the Company, their respective counsels and their respective Representatives, it being understood that failure to provide such prior review or to incorporate any comments shall not in any way limit or preclude Parent and Merger Sub shall, as and to or the extent required by applicable Law, promptly prepare an amendment or supplement to the Schedule 13E-3 and (iii) the Company shall cause the Proxy Statement or Parent and the Company shall cause the Schedule 13E-3Stockholders, as applicable, as so amended or supplemented to be filed with the SEC and the Company shall cause from amending any such filing to be disseminated to its stockholdersSchedule 13D/G Filings.

Proxy Statement; Schedule. 13E-3.13e-3 and Schedules 13D and 13G. (a) The Company and Parent shall cooperate to, concurrently with the preparation and filing of the Schedule 13E-3, prepare and file with the SEC, as promptly as reasonably practicable after the date of this Agreement (and use reasonable best efforts to do so within thirty (30) Business Days following the date hereof), a proxy statement as contemplated by Rule 14a of the Exchange Act (such proxy statement, as amended or supplemented, the “Proxy Statement”), which shall contain (i) the information specified in Schedule 14A under the Exchange Act concerning the Merger and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL. The Company shall (A) provide Parent with a reasonable opportunity to review and comment on drafts of the Proxy Statement prior to filing the Proxy Statement with the SEC and (B) consider in good faith all reasonable comments made with respect thereto by Parent or its Representatives. (b) The Company and Parent shall cooperate to, concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3 (such transaction statement, including any amendment or supplement thereto, the “Schedule 13E-3”) relating to the Transactions. (c) Each of the Company and Parent shall provide each other and their respective outside legal counsel and other Representatives a reasonable opportunity to participate in any discussions or meetings with the SEC (or portions of any such discussions or meetings) that relate to the Proxy Statement or the Schedule 13E-3. The Company shall promptly notify Parent, and Parent shall promptly notify the Company, as applicable, of the receipt of any comments from the SEC (or its staff) with respect to the Proxy Statement or the Schedule 13E-3 and of any request by the SEC for any amendment or supplement thereto or for additional information. The Company shall promptly provide to Parent copies of all correspondence between the Company or any of its Representatives and the SEC with respect to the Proxy Statement and the Schedule 13E-3, and Parent shall promptly provide to the Company copies of all correspondence between Parent or any of its Representatives and the SEC with respect to the Proxy Statement and the Schedule 13E-3. The Company, Parent and Merger Sub Investor shall use their respective reasonable best efforts to promptly provide responses to information reasonably requested by the SEC Company or the Lead Investors in connection with respect to all comments received on the preparation of the Proxy Statement or the Schedule 13E-3 13e-3; provided, that no Investor shall be required to provide any information that such Investor is prohibited from the SEC (or its staff), including by preparing any additional filings required by the SEC or pursuant to providing under applicable Law (provided that, for the avoidance of doubt, prior to responding to any comments of the SEC (or its staff) or making any additional filings required by the SEC, each party shall provide the other with a reasonable opportunity to consult and review such responses or filings and shall consider in good faith any comments on such responses or filings)Law. The Company, Parent and Merger Sub shall use their respective reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. The Company shall cause the definitive Proxy Statement and the Schedule 13E-3 (and any other such additional required filings) to be mailed (including by electronic delivery if permitted) to the stockholders of the Company as of the record date established for the Stockholders Meeting as promptly as reasonably practicable after confirmation from the SEC that it will not review, or that it has completed its review of, the Proxy Statement and the Schedule 13E-3. (d) The Company agrees, as to itself and the Company Subsidiaries, that the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act. The Company and Parent agree, as to themselves and their Affiliates, that the Schedule 13E-3 will comply in all material respects with the applicable provisions of the Exchange Act. Each of Parent and Merger Sub shall provide the Company with such information concerning itself and its Affiliates as is customarily included in a proxy statement or Schedule 13E-3 prepared in connection with a transaction of the type contemplated by this Agreement or as otherwise required by Law, as requested by the SEC (or its staff), or as the Company may reasonably request, in each case, as promptly as reasonably practicable after its request by the Company. The Company, Parent and Merger Sub shall ensure that none of the information supplied by it each Investor for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3 will13e-3 will not, at the date of mailing (including by electronic delivery if permitted) to stockholders of the Company and at the time of the Stockholders Meeting (as applicable)that such information is provided, contain any untrue statement or alleged untrue statement of a material fact or omit omission or alleged omission to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company assumes no responsibility with respect to information supplied in writing by therein (including any amendments or on behalf of Parent, Merger Sub or their respective Representatives, for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3 and Parent, Merger Sub and their respective Representatives assume no responsibility with respect to information supplied in writing by or on behalf of the Company for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3. (e) If at any time prior to the Stockholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, or any transaction any of them have entered, or are contemplating entering, into in connection with this Agreement, is discovered by Parent, Merger Sub or the Company, which information should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3, so that the Proxy Statement or the Schedule 13E-3, as applicable, would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereinsupplements thereto), in light of the circumstances under which they are made, not misleading. Promptly after the execution and delivery of this Agreement, each Investor shall cooperate with each other to prepare and file with the SEC any required disclosure statements on Schedule 13D or Schedule 13G or any amendments or supplements thereto, as applicable (such disclosure statements, including any amendments or supplements thereto, the party hereto that discovers “Schedule 13D/G Filings”) relating to the Merger Agreement and the transactions contemplated hereby and thereby (including the Merger). The Lead Investors shall (i) provide each Investor and its counsel a reasonable opportunity to review drafts of the Schedule 13e-3 (and any amendment or supplement thereto) prior to filing the Schedule 13e-3 (and any amendment or supplement thereto) with the SEC and (ii) consider in good faith all comments thereto reasonably proposed by such Investor or its counsel. The Lead Investors and each Investor shall (A) provide each other and their respective counsels a reasonable opportunity to review drafts of all Schedule 13D/G Filings prior to filing any Schedule 13D/G Filing with respect to the Company with the SEC and (B) consider in good faith all comments thereto reasonably proposed by the other parties, their respective counsels and their respective Representatives. (b) Each Investor will use reasonable best efforts to furnish all information shall as promptly as practicable following concerning such discovery notify Investor and its Affiliates, if applicable, to the other parties hereto that is reasonably necessary for the preparation, filing and after such notification (i) the Company shall, as and to the extent required by applicable Law, promptly prepare an amendment or supplement to distribution of the Proxy Statement, the Schedule 13e-3 (ii) the Company, Parent and Merger Sub shall, as and to the extent required by applicable Law, promptly prepare an any amendment or supplement thereto) and all Schedule 13D/G Filings, and provide each such other party assistance, as may be reasonably requested by such other party to the Schedule 13E-3 be included therein and (iii) the Company shall cause the Proxy Statement or Parent will otherwise reasonably assist and the Company shall cause the Schedule 13E-3cooperate with each other party, as applicable, as so amended or supplemented to be filed with in the SEC preparation, filing and distribution of the Proxy Statement, the Schedule 13e-3 and all Schedule 13D/G Filings and the Company resolution of any comments to either received from the SEC; provided, that no Investor shall cause be required to provide any information that such filing to be disseminated to its stockholdersInvestor is prohibited from providing under applicable Law.

Proxy Statement; Schedule. 13E-3. (a) The Company and Parent shall cooperate to, concurrently with the preparation and filing of the Schedule 13E-3, prepare and file with the SEC, as As promptly as reasonably practicable after the date execution of this Agreement (and use reasonable best efforts to do so within thirty (30) Business Days following the date hereof)Agreement, a proxy statement as contemplated by Rule 14a of the Exchange Act (such proxy statement, as amended or supplemented, the “Proxy Statement”), which shall contain (i) the information specified in Schedule 14A under the Exchange Act concerning the Merger and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL. The Company shall (A) provide Parent with a reasonable opportunity to review and comment on drafts of the Proxy Statement prior to filing the Proxy Statement Company, with the SEC and (B) consider in good faith all reasonable comments made with respect thereto by Parent or its Representatives. (b) The Company and Parent assistance of Acquisition Co., shall cooperate to, concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3 preliminary proxy statement relating to the meeting of the Company's stockholders to be held in connection with the Merger (such transaction statement, including together with any amendment amendments thereof or supplement supplements thereto, the “Schedule 13E-3”"Proxy Statement") relating and use its reasonable best efforts to obtain and furnish the Transactions. (c) Each of the Company and Parent shall provide each other and their respective outside legal counsel and other Representatives a reasonable opportunity information required to participate in any discussions or meetings with be included by the SEC (or portions of any such discussions or meetings) that relate to in the Proxy Statement or and, after consultation with the Schedule 13E-3. The Company shall Majority Shareholders, to respond promptly notify Parent, and Parent shall promptly notify the Company, as applicable, of the receipt of to any comments from the SEC (or its staff) with respect to the Proxy Statement or the Schedule 13E-3 and of any request made by the SEC for any amendment or supplement thereto or for additional information. The Company shall promptly provide to Parent copies of all correspondence between the Company or any of its Representatives and the SEC with respect to the Proxy Statement Statement; provided that Acquisition Co. and the Schedule 13E-3, its counsel shall be given an opportunity to review and Parent shall promptly provide to the Company copies of all correspondence between Parent or any of its Representatives and the SEC with respect to the Proxy Statement and the Schedule 13E-3. The Company, Parent and Merger Sub shall use their respective reasonable best efforts to promptly provide responses to the SEC with respect to all comments received comment on the Proxy Statement (and any amendment or supplement thereto) prior to its being filed with the SEC and (ii) Company shall prepare and file with the SEC a transaction statement on Schedule 13E-3 from (together with all amendments thereto, the SEC (or its staff), including by preparing any additional filings required by the SEC or pursuant to applicable Law (provided that, for the avoidance of doubt, prior to responding to any comments of the SEC (or its staff"Transaction Statement") or making any additional filings required by the SEC, each party shall provide the other with a reasonable opportunity to consult and review such responses or filings and shall consider in good faith any comments on such responses or filings). The Company, Parent and Merger Sub shall use their respective reasonable best efforts to have which the Proxy Statement cleared by shall be included, in connection with the SEC as going private transaction under the Securities Exchange Act pursuant to the Merger. As promptly as reasonably practicable after such filing. The practicable, the Company shall cause mail the definitive Proxy Statement to its stockholders. The Proxy Statement shall include the recommendation of the Special Committee of the Board of Directors of the Company and the Schedule 13E-3 Board of Directors of the Company that shareholders of the Company vote in favor of the Merger and the adoption of this Agreement, unless otherwise necessary due to the applicable fiduciary duties of the directors of the Company as provided in Section 6.04. (b) The information supplied by Acquisition Co. regarding Acquisition Co. and the information supplied by the Majority Shareholders regarding the Majority Shareholders for inclusion in the Transaction Statement and the Proxy Statement shall not, at (i) the time the Transaction Statement is filed with the SEC, (ii) the time the Proxy Statement (or any other such additional required filingsamendment thereof or supplement thereto) to be is first mailed (including by electronic delivery if permitted) to the stockholders of the Company as of the record date established for the Stockholders Meeting as promptly as reasonably practicable after confirmation from the SEC that it will not review, or that it has completed its review of, the Proxy Statement and the Schedule 13E-3. (d) The Company agrees, as to itself and the Company Subsidiaries, that the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act. The Company and Parent agree, as to themselves and their Affiliates, that the Schedule 13E-3 will comply in all material respects with the applicable provisions of the Exchange Act. Each of Parent and Merger Sub shall provide the Company with such information concerning itself and its Affiliates as is customarily included in a proxy statement or Schedule 13E-3 prepared in connection with a transaction of the type contemplated by this Agreement or as otherwise required by Law, as requested by the SEC (or its staff), or as the Company may reasonably request, in each case, as promptly as reasonably practicable after its request by the Company. The Company, Parent and Merger Sub shall ensure that none of the information supplied by it for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3 will, at the date of mailing (including by electronic delivery if permittediii) to stockholders of the Company and at the time of the Stockholders Stockholders' Meeting (as applicablehereinafter defined), and (iv) the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading; provided, however, that the Company assumes no responsibility with respect to information supplied in writing by or on behalf of Parent, Merger Sub or their respective Representatives, for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3 and Parent, Merger Sub and their respective Representatives assume no responsibility with respect to information supplied in writing by or on behalf of the Company for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3. (e) . If at any time prior to the Stockholders Meeting, Effective Time any information event or circumstance relating to the Company or ParentMajority Shareholders, Acquisition Co., or any of their respective Affiliates, Acquisition Co.'s officers or directors, or any transaction any of them have entered, or are contemplating entering, into in connection with this Agreement, is should be discovered by Parent, Merger Sub the Majority Shareholders or the Company, Acquisition Co. which information should be set forth in an amendment or a supplement to the Transaction Statement or Proxy Statement, the Majority Shareholders or Acquisition Co., as the case may be, shall promptly inform the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material aspects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The Proxy Statement or and the Schedule 13E-3information supplied by the Company for inclusion in the Transaction Statement shall not, so that at (i) the time the Transaction Statement is filed with the SEC, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Schedule 13E-3stockholders of the Company, as applicable(iii) the time of the Stockholders' Meeting, would not include and (iv) the Effective Time, contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, . If at any time prior to the party hereto that discovers such information shall as promptly as practicable following such discovery notify the other parties hereto and after such notification (i) Effective Time any event or circumstance relating to the Company shallor any Company Subsidiary, as and to or their respective officers or directors, should be discovered by the extent required by applicable Law, promptly prepare Company which should be set forth in an amendment or a supplement to the Transaction Statement or Proxy Statement, (ii) the Company, Parent and Merger Sub shall, as and to the extent required by applicable Law, promptly prepare an amendment or supplement to the Schedule 13E-3 and (iii) the Company shall cause the Proxy Statement promptly inform Acquisition Co. All documents that Majority Shareholders or Parent and the Company shall cause the Schedule 13E-3, as applicable, as so amended or supplemented to be filed Acquisition Co. are responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Company shall cause such filing to be disseminated to its stockholdersrules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Proxy Statement; Schedule. 13E-3. (a) The Company and Parent shall cooperate to, concurrently with the preparation and filing of the Schedule 13E-3, prepare and file with the SEC, as . As promptly as reasonably practicable after the date execution of this Agreement (and use reasonable best efforts to do so within thirty (30) Business Days following the date hereof), a proxy statement as contemplated by Rule 14a of the Exchange Act (such proxy statement, as amended or supplementedAgreement, the “Proxy Statement”), which shall contain (i) the information specified in Schedule 14A under the Exchange Act concerning the Merger and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL. The Company shall (A) provide Parent with a reasonable opportunity to review and comment on drafts of prepare the Proxy Statement prior to filing the Proxy Statement and file it with the SEC and (B) consider in good faith all reasonable comments made with respect thereto by Parent or its Representatives. (b) The Company and Parent shall cooperate to, concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3 (such transaction statement, including any amendment or supplement thereto, the “Schedule 13E-3”) relating to the Transactions. (c) Each of the Company and Parent shall provide each other jointly prepare and their respective outside legal counsel and other Representatives a reasonable opportunity to participate in any discussions or meetings file the Schedule 13E-3 with the SEC (and the Company and the Parent shall cooperate with each other in connection with the preparation of the foregoing. The Company shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC or portions of any such discussions or meetings) that relate to its staff concerning the Proxy Statement or the Schedule 13E-313E-3 and shall cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the resolution of any such comments. The Company shall promptly notify Parent, and Parent shall promptly notify the Company, as applicable, of Parent promptly upon the receipt of any comments from the SEC (or its staff) with respect staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or the Schedule 13E-3 and of any request by shall supply the SEC for any amendment or supplement thereto or for additional information. The Company shall promptly provide to Parent with copies of all correspondence between the Company or any of its Representatives representatives, on the one hand, and the SEC SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement and the Schedule 13E-3, and Parent shall promptly provide to the Company copies of all correspondence between Parent or any of its Representatives and the SEC with respect to the Proxy Statement and the Schedule 13E-3. The Company, Parent and Merger Sub shall use their respective reasonable best efforts to promptly provide responses Notwithstanding anything to the SEC with respect contrary stated above, prior to all comments received on filing or mailing the Proxy Statement or the Schedule 13E-3 from (including any amendment or supplement to the SEC (Proxy Statement or its staff), including by preparing any additional filings required by the SEC Schedule 13E-3) or pursuant to applicable Law (provided that, for the avoidance of doubt, prior to responding to any comments of the SEC with respect thereto, (or its staffa) or making any additional filings required the Company shall cooperate and provide the Parent with a reasonable opportunity to review and comment on the Proxy Statement and responses relating thereto and shall consider in good faith and include in such documents and responses comments reasonably proposed by the SEC, Parent and (b) the Company and the Parent shall cooperate and provide each party shall provide the other with a reasonable opportunity to consult review and review such comment on the Schedule 13E-3 and responses or filings relating thereto and shall consider in good faith any comments on such responses or filings). The Company, Parent and Merger Sub shall use their respective reasonable best efforts to have the Proxy Statement cleared reasonably proposed by the SEC as promptly as reasonably practicable after such filingother party. The Company shall use commercially reasonable efforts to cause the definitive Proxy Statement and the Schedule 13E-3 (and any other such additional required filings) to be mailed (including by electronic delivery if permitted) to the stockholders of the Company as of the record date established all documents that it is responsible for the Stockholders Meeting as promptly as reasonably practicable after confirmation from filing with the SEC that it will not review, or that it has completed its review of, the Proxy Statement and the Schedule 13E-3. (d) The Company agrees, as other regulatory authorities under this Section 4.4 to itself and the Company Subsidiaries, that the Proxy Statement will comply in with all material respects with the applicable provisions of the Exchange ActLegal Requirements. The Company and Parent agree, as to themselves and their Affiliates, that the Schedule 13E-3 will comply in all material respects with the applicable provisions of the Exchange Act. Each of Parent and Merger Sub shall provide the Company with such information concerning itself and its Affiliates as Whenever any event occurs which is customarily included in a proxy statement or Schedule 13E-3 prepared in connection with a transaction of the type contemplated by this Agreement or as otherwise required by Law, as requested by the SEC (or its staff), or as the Company may reasonably request, in each case, as promptly as reasonably practicable after its request by the Company. The Company, Parent and Merger Sub shall ensure that none of the information supplied by it for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3 will, at the date of mailing (including by electronic delivery if permitted) to stockholders of the Company and at the time of the Stockholders Meeting (as applicable), contain any untrue statement 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; provided, however, that the Company assumes no responsibility with respect to information supplied in writing by or on behalf of Parent, Merger Sub or their respective Representatives, for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3 and Parent, Merger Sub and their respective Representatives assume no responsibility with respect to information supplied in writing by or on behalf of the Company for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3. (e) If at any time prior to the Stockholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, or any transaction any of them have entered, or are contemplating entering, into in connection with this Agreement, is discovered by Parent, Merger Sub or the Company, which information should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3, so that the Proxy Statement Parent or the Schedule 13E-3, as applicable, would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party hereto that discovers such information shall as promptly as practicable following such discovery notify the other parties hereto and after such notification (i) the Company shall, as and to the extent required by applicable Law, promptly prepare an amendment or supplement to the Proxy Statement, (ii) the Company, Parent as the case may be, shall promptly inform the other of such occurrence and Merger Sub shall, as and to the extent required by applicable Law, promptly prepare an amendment or supplement to the Schedule 13E-3 and (iii) the Company shall cause the Proxy Statement or Parent and the Company shall cause the Schedule 13E-3, as applicable, as so amended or supplemented to be filed cooperate in filing with the SEC and or its staff or any other government officials, and/or mailing to stockholders of the Company shall cause Company, such filing to be disseminated to its stockholdersamendment or supplement.

Proxy Statement; Schedule. 13E-3. (a) The Company and Parent shall cooperate to, concurrently with the preparation and filing of the Schedule 13E-3, prepare and file with the SEC, as As promptly as reasonably practicable after following the date of this Agreement (and use reasonable best efforts to do so in any event within thirty (30) Business Days following the date hereofDays), the Company shall prepare and cause to be filed with the SEC a proxy statement in preliminary form, as contemplated required by Rule 14a of the Exchange Act Act, relating to the Company Stockholder Meeting (such proxy statement, as amended together with any amendments or supplementedsupplements thereto, the “Proxy Statement”), which shall contain (i) the information specified in Schedule 14A under the Exchange Act concerning the Merger and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL. The Company shall (A) provide Parent with a reasonable opportunity to review and comment on drafts of the Proxy Statement prior to filing the Proxy Statement with the SEC and (B) consider in good faith all reasonable comments made with respect thereto by Parent or its Representatives. (b) The Company and Parent shall cooperate to, concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3 (such transaction statement, including any amendment or supplement thereto, the “Schedule 13E-3”) relating to the Transactions. (c) Each of the Company and Parent shall provide each other jointly prepare and their respective outside legal counsel and other Representatives file a reasonable opportunity to participate in any discussions or meetings Schedule 13E-3 with the SEC (or portions SEC. So long as there has not been an Adverse Recommendation Change made in compliance with the express terms of any such discussions or meetings) that relate to Section 6.02, the Proxy Statement or shall include the Schedule 13E-3Company Board Recommendation. The Company shall promptly notify Parent, and Parent shall promptly notify the Company, as applicable, of upon the receipt of any comments from the SEC (or its staffthe staff of the SEC) with respect to the Proxy Statement or the Schedule 13E-3 and of or any request by from the SEC (or the staff of the SEC) for any amendment amendments or supplement thereto supplements to the Proxy Statement or for additional information. The Company Schedule 13E-3, and shall as promptly as reasonably practicable provide to Parent with copies of all correspondence between the Company or any of and its Representatives Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. Each of the parties hereto shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) with respect to the Proxy Statement and the or Schedule 13E-3, and Parent . The Company shall promptly provide to the Company copies of all correspondence between Parent or any of use its Representatives and the SEC with respect to reasonable best efforts so that the Proxy Statement and Schedule 13E-3 will comply as to form in all material respects with the Schedule 13E-3. The Company, Parent provisions of the Exchange Act and Merger Sub shall use their respective reasonable best efforts the rules and regulations promulgated thereunder and to promptly provide responses cause the definitive Proxy Statement to be mailed to the Company’s stockholders as of the record date established for the Company Stockholder Meeting as promptly as reasonably practicable (and in no event more than ten (10) Business Days) after the date on which the SEC with respect confirms that it has no further comments on the Proxy Statement. Prior to all comments received on filing or mailing the Proxy Statement or the Schedule 13E-3 from the SEC (or its staff), including by preparing any additional filings required by the SEC amendment or pursuant to applicable Law (provided that, for the avoidance of doubt, prior to supplement thereto) or responding to any comments of the SEC (or its staff) or making any additional filings required by the staff of the SEC) with respect thereto, each party the Company shall provide the other with Parent a reasonable opportunity to consult review and review to propose comments on such responses document or filings response to the extent permitted by Applicable Law and shall consider in good faith the inclusion or reflection of any such comments on such responses so provided; provided, however, that the Company may amend or filings). The Companysupplement the Proxy Statement without the review or comment of Parent solely to the extent required to effect an Adverse Recommendation Change made in accordance with the express terms of Section 6.02. (b) Parent shall, as promptly as possible, use reasonable best efforts to furnish to the Company all information concerning Parent and Merger Sub shall use and their Affiliates (including, in the case of Parent, the Guarantors and their respective Subsidiaries) as may be reasonably requested in writing by the Company in connection with the Proxy Statement or Schedule 13E-3, including such information that is required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement or Schedule 13E-3, and shall otherwise use reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. The Company shall cause the definitive Proxy Statement assist and the Schedule 13E-3 (and any other such additional required filings) to be mailed (including by electronic delivery if permitted) to the stockholders of cooperate with the Company as in the preparation of the record date established for the Stockholders Meeting as promptly as reasonably practicable after confirmation from the SEC that it will not review, or that it has completed its review of, the Proxy Statement and the Schedule 13E-3. (d) The Company agrees, as to itself 13E-3 and the Company Subsidiaries, that the Proxy Statement will comply in all material respects with the applicable provisions resolution of the Exchange Act. The Company and Parent agree, as to themselves and their Affiliates, that the Schedule 13E-3 will comply in all material respects with the applicable provisions of the Exchange Act. Each of Parent and Merger Sub shall provide the Company with such information concerning itself and its Affiliates as is customarily included in a proxy statement or Schedule 13E-3 prepared in connection with a transaction of the type contemplated by this Agreement or as otherwise required by Law, as requested by comments from the SEC (or its staffthe staff of the SEC). Parent will, upon written request of the Company, use reasonable best efforts to confirm or as supplement the Company may reasonably requestinformation relating to Parent or Merger Sub or their respective Affiliates (including, in each casethe case of Parent, as promptly as reasonably practicable after its request by the Company. The Company, Parent Guarantors and Merger Sub shall ensure that none of the information their respective Subsidiaries) supplied by it for inclusion or incorporation by reference in the Proxy Statement or and Schedule 13E-3, such that at the time of the mailing of the Proxy Statement, Schedule 13E-3 willor any amendments or supplements thereto, at the date of mailing (including by electronic delivery if permitted) to stockholders of the Company and at the time of the Stockholders Meeting (as applicable)Company Stockholder Meeting, such information 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 order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) In accordance with the Company’s organizational documents and Applicable Law, the Company shall use reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(c) and the timing contemplated in Section 6.04(a)), (x) conduct one or more “broker searches,” establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (such meeting, including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date established for the Company Stockholder Meeting the Proxy Statement (such date, the “Proxy Date”). Without the prior written consent of Parent, the adoption of this Agreement shall be the only matter (other than matters of procedures and matters required by Applicable Law to be voted on by the Company’s stockholders in connection with the adoption of this Agreement) that the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholder Meeting. The Company shall use reasonable best efforts to, following consultation with Parent, duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable after the Proxy Date (and, unless otherwise agreed to by the Company and Parent in writing, in no event later than the thirty-fifth (35th) day following the first mailing of the Proxy Statement to the stockholders of the Company); provided, however, that the Company assumes no responsibility with respect to information supplied may, and in writing by or on behalf the case of clause (iii) shall, at the request of Parent, Merger Sub postpone, recess or their respective Representativesadjourn the Company Stockholder Meeting: (i) with the consent of Parent, (ii) for inclusion the absence of a quorum (it being understood that the Company may not postpone or incorporation adjourn the Company Stockholder Meeting (x) more than two (2) times or (y) for more than ten (10) Business Days at a time without Parent’s prior written consent), (iii) to solicit additional proxies for the purpose of obtaining the Required Company Stockholder Approval (it being understood that the Company may not postpone or adjourn the Company Stockholder Meeting (x) more than two (2) times or (y) for more than ten (10) Business Days at a time without Parent’s prior written consent), or (iv) to allow the minimum reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Company Board (or a committee thereof) has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws (including fiduciary duties) and for such supplemental or amended disclosure to be disseminated to and reviewed by reference the Company’s stockholders prior to the Company Stockholder Meeting. Unless the Company Board shall have effected an Adverse Recommendation Change in accordance with the express provisions of Section 6.02, the Company shall make (and include in the Proxy Statement or Statement) the Schedule 13E-3 Company Board Recommendation and Parentuse its reasonable best efforts to solicit proxies in favor of the adoption of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Merger Sub and their respective Representatives assume no responsibility with respect the Company shall submit this Agreement to information supplied in writing by or on behalf the stockholders of the Company for inclusion or incorporation by reference adoption at the Company Stockholder Meeting; provided, however, that, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement is terminated in the Proxy Statement or the Schedule 13E-3accordance with Article VIII. (ed) If at any time prior to the Stockholders Meeting, Effective Time any information event or circumstance relating to the Company or Parent, Parent or any of the Company’s or Parent’s Subsidiaries, or their respective Affiliates, officers or directors, or any transaction any of them have entered, or are contemplating entering, into in connection with this Agreement, is discovered by the Company or Parent, Merger Sub or respectively, which, pursuant to the CompanyExchange Act, which information should be set forth in an amendment or a supplement to the Proxy Statement or the Schedule 13E-3, so that such party shall promptly inform the others. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement or the Schedule 13E-3, as applicable, would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party hereto that discovers such information shall as promptly as practicable following such discovery notify the other parties hereto and after such notification (i) the Company shall, as and to the extent required by applicable Law, promptly prepare an amendment or supplement to the Proxy Statement, (ii) the Company, Parent and Merger Sub shall, as and to the extent required by applicable Law, promptly prepare an amendment or supplement to the Schedule 13E-3 and (iii) the Company which it has so become aware shall cause the Proxy Statement have become false or Parent and the Company shall cause the Schedule 13E-3, as applicable, as so amended or supplemented to be filed with the SEC and the Company shall cause such filing to be disseminated to its stockholdersmisleading.