Common use of Proxy Statement; Schedule Clause in Contracts

Proxy Statement; Schedule. 13e-3 and Other Required SEC Filings. (a) Proxy Statement and Schedule 13e-3. As promptly as reasonably practicable (but in no event later than thirty (30) days) following the date hereof, the Company will prepare and file with the SEC a preliminary proxy statement on Schedule 14A (such proxy statement, as amended or supplemented, the “Proxy Statement”) relating to the Company Stockholder Meeting and the Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable. The Company must include the Special Committee Recommendation and the Company Board Recommendation (unless there has been a Recommendation Change in accordance with Section 5.3(d)) and the Fairness Opinions in the Proxy Statement. 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, as amended or supplemented, the “Schedule 13e-3”) relating to the transactions contemplated by this Agreement. The Company and Parent shall (i) provide each other with a reasonable opportunity to review drafts of the Schedule 13e-3 and Proxy Statement prior to filing the Schedule 13e-3 and Proxy Statement with the SEC and (ii) consider in good faith all comments thereto reasonably and promptly proposed by the other Party, its counsel and its Affiliates.