Common use of Proxy Statement; Stockholder Approval Clause in Contracts

Proxy Statement; Stockholder Approval. (a) The Company, acting through its Board of Directors, shall, subject to and in accordance with applicable law and its Certificate of Incorporation, as amended, and its By-Laws, promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective a meeting of the holders of Company Common Stock for the purpose of voting to approve and adopt this Agreement and the transactions contemplated hereby, and, (i) except as the Board of Directors of the Company determines, in good faith and as advised by outside counsel, would be inconsistent with the fiduciary duties of the Board of Directors of the Company under applicable law, and subject to the second proviso of Section 6.2(a), recommend approval and adoption of this Agreement and the transactions contemplated hereby, by the stockholders of the Company and include in the Proxy Statement such recommendation and (ii) except as the Board of Directors of the Company determines, in good faith and as advised by outside counsel, would be inconsistent with the fiduciary duties of the Board of Directors of the Company under applicable law and subject to the second proviso of Section 6.2(a), take all reasonable action to solicit and obtain such approval; provided, however that neither the Company's Board of Directors nor any committee thereof may either (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Holdings, the approval or recommendation of the Merger or this Agreement, or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Transaction (other than the Merger), in the case of clauses (i) and (ii) next above until the sixth business day following Holdings' receipt of written notice advising Holdings that the Company's Board of Directors has received a Superior Proposal, specifying the material terms and conditions thereof and identifying the person making such Superior Proposal. (b) The Company shall, as promptly as practicable (or at such other time as may be mutually agreed by the Company and Holdings), cause the definitive Proxy Statement/Prospectus to be mailed to the stockholders of the Company and Holdings.

Proxy Statement; Stockholder Approval. (a) The Company, acting through its Board of Directors, shall, subject to and in accordance with applicable law and its Certificate Articles of IncorporationIncorporation and by-laws: (i) as soon as practicable following the purchase of Shares by the Purchaser pursuant to the Amended Offer, as amendedCompany will prepare and file with the SEC a Proxy Statement (the "Proxy Statement") with respect to a special meeting of shareholders of Company (the "Special Meeting") (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent) for the purpose of voting to approve and adopt this Agreement (or, in the event that the Parent Companies shall have the right to vote a sufficient number of Shares such that the Parent Companies may approve and adopt this Agreement, an Information Statement with respect to the Special Meeting (the "Information Statement")) and shall use its By-Laws, reasonable efforts to obtain such stockholder approval; and (ii) promptly and duly call, give notice of, convene and hold the Special Meeting (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent) as soon as practicable following the date upon which the Registration Proxy Statement becomes effective a meeting or Information Statement is cleared for mailing by the SEC, (except to the extent approval of the holders shareholders of Company Common Stock for the purpose of voting is not required to approve and adopt this Agreement and the transactions contemplated hereby, and, (i) except as the Board of Directors of the Company determines, in good faith and as advised by outside counsel, would be inconsistent with the fiduciary duties of the Board of Directors of the Company under applicable law, and subject obtained pursuant to the second proviso of Section 6.2(aGCL or may be obtained by written consent), ; and (iii) recommend approval and adoption of this Agreement and the transactions contemplated hereby, by the stockholders of the Company and include in the Proxy Statement or Information Statement such recommendation recommendation, and take all lawful action to solicit such approval. (b) Company, as promptly as practicable following the date upon which the Proxy Statement or Information Statement is cleared for mailing by the SEC, shall cause the definitive Proxy Statement or Information Statement to be mailed to its stockholders. (i) Company shall vote or cause to be voted in favor of approval and adoption of this Agreement all Shares as to which it holds proxies at such time and (ii) except the Parent Companies shall vote or cause to be voted in favor of the approval and adoption of this Agreement all Shares owned by them or as to which they hold proxies at such time. The Proxy Statement or Information Statement, at the date thereof and, if applicable, at the date of such meeting, will not include an untrue statement of a material fact or omit to state a 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 foregoing shall not apply to the extent -------- ------- that any such untrue statement of a material fact or omission to state a material fact was made by Company in reliance upon and in conformity with written information concerning the Parent Companies furnished to Company by Parent specifically for use in the Proxy Statement or Information Statement. Parent agrees that the information provided to Company for use in the Proxy Statement or Information Statement shall in all material respects comply with the requirements of the Exchange Act and the rules and regulations thereunder. The Proxy Statement or Information Statement shall not be filed, and no amendment or supplement to the Proxy Statement or Information Statement will be made by Company, without consultation with Parent and its counsel. (c) Company's obligations under this Section 8.3 shall at all times remain subject to its fiduciary duties imposed under applicable law, in the event that, if required by such fiduciary duties as advised by counsel, the Board of Directors of the Company determines, in good faith shall have withdrawn or modified its recommendation that stockholders approve and as advised by outside counsel, would be inconsistent with the fiduciary duties of the Board of Directors of the Company under applicable law and subject to the second proviso of Section 6.2(a), take all reasonable action to solicit and obtain such approval; provided, however that neither the Company's Board of Directors nor any committee thereof may either (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Holdings, the approval or recommendation of the Merger or adopt this Agreement, or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Transaction (other than the Merger), in the case of clauses (i) and (ii) next above until the sixth business day following Holdings' receipt of written notice advising Holdings that the Company's Board of Directors has received a Superior Proposal, specifying the material terms and conditions thereof and identifying the person making such Superior Proposal. (b) The Company shall, as promptly as practicable (or at such other time as may be mutually agreed by the Company and Holdings), cause the definitive Proxy Statement/Prospectus to be mailed to the stockholders of the Company and Holdings.

Proxy Statement; Stockholder Approval. (a) The Company, acting through its Board of Directors, shall, subject to and in accordance with applicable law and its Certificate Articles of IncorporationIncorporation and by-laws: (i) as soon as practicable following the purchase of Shares by the Purchaser pursuant to the Amended Offer, as amendedCompany will prepare and file with the SEC a Proxy Statement (the "Proxy Statement") with respect to a special meeting of shareholders of Company (the "Special Meeting") (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent) for the purpose of voting to approve and adopt this Agreement (or, in the event that the Parent Companies shall have the right to vote a sufficient number of Shares such that the Parent Companies may approve and adopt this Agreement, an Information Statement with respect to the Special Meeting (the "Information Statement")) and shall use its By-Laws, reasonable efforts to obtain such stockholder approval; and (ii) promptly and duly call, give notice of, convene and hold the Special Meeting (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent) as soon as practicable following the date upon which the Registration Proxy Statement becomes effective a meeting or Information Statement is cleared for mailing by the SEC, (except to the extent approval of the holders shareholders of Company Common Stock for the purpose of voting is not required to approve and adopt this Agreement and the transactions contemplated hereby, and, (i) except as the Board of Directors of the Company determines, in good faith and as advised by outside counsel, would be inconsistent with the fiduciary duties of the Board of Directors of the Company under applicable law, and subject obtained pursuant to the second proviso of Section 6.2(aGCL or may be obtained by written consent), ; and (iii) recommend approval and adoption of this Agreement and the transactions contemplated hereby, by the stockholders of the Company and include in the Proxy Statement or Information Statement such recommendation recommendation, and take all lawful action to solicit such approval. (b) Company, as promptly as practicable following the date upon which the Proxy Statement or Information Statement is cleared for mailing by the SEC, shall cause the definitive Proxy Statement or Information Statement to be mailed to its stockholders. At the Special Meeting (i) Company shall vote or cause to be voted in favor of approval and adoption of this Agreement all Shares as to which it holds proxies at such time and (ii) except the Parent Companies shall vote or cause to be voted in favor of the approval and adoption of this Agreement all Shares owned by them or as to which they hold proxies at (c) Company's obligations under this Section 8.3 shall at all times remain subject to its fiduciary duties imposed under applicable law, in the event that, if required by such fiduciary duties as advised by counsel, the Board of Directors of the Company determines, in good faith shall have withdrawn or modified its recommendation that stockholders approve and as advised by outside counsel, would be inconsistent with the fiduciary duties of the Board of Directors of the Company under applicable law and subject to the second proviso of Section 6.2(a), take all reasonable action to solicit and obtain such approval; provided, however that neither the Company's Board of Directors nor any committee thereof may either (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Holdings, the approval or recommendation of the Merger or adopt this Agreement, or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Transaction (other than the Merger), in the case of clauses (i) and (ii) next above until the sixth business day following Holdings' receipt of written notice advising Holdings that the Company's Board of Directors has received a Superior Proposal, specifying the material terms and conditions thereof and identifying the person making such Superior Proposal. (b) The Company shall, as promptly as practicable (or at such other time as may be mutually agreed by the Company and Holdings), cause the definitive Proxy Statement/Prospectus to be mailed to the stockholders of the Company and Holdings.

Proxy Statement; Stockholder Approval. (a) The Company, acting through its Board of Directors, Company shall, subject to and in accordance with applicable law and its Certificate of Incorporation, as amended, Incorporation and its By-Laws, promptly and : (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the date upon which the Registration Statement becomes effective a meeting mailing of the holders of Company Common Stock Proxy Statement (as defined below) for the purpose of voting to approve and adopt this Agreement and obtaining the transactions contemplated hereby, and, (i) except as the Board of Directors of the Company determines, in good faith and as advised by outside counsel, would be inconsistent with the fiduciary duties of the Board of Directors of the Company under applicable law, and subject to the second proviso of Section 6.2(a), recommend approval and adoption of this Agreement and the transactions contemplated hereby, by the stockholders of the Company and include in the Proxy Statement such recommendation and Stockholder Approval; (ii) except as the Board prepare a form of Directors of the Company determines, in good faith and as advised by outside counsel, would be inconsistent with the fiduciary duties of the Board of Directors of the Company under applicable law and subject to the second proviso of Section 6.2(a), take all reasonable action to solicit and obtain such approval; provided, however that neither the Company's Board of Directors nor any committee thereof may either (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Holdings, the approval or recommendation of the Merger or this Agreement, or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Transaction (other than the Merger), in the case of clauses (i) and (ii) next above until the sixth business day following Holdings' receipt of written notice advising Holdings that the Company's Board of Directors has received a Superior Proposal, specifying the material terms and conditions thereof and identifying the person making such Superior Proposal. (b) The Company shall, as promptly as practicable (or at such other time as may be mutually agreed by the Company and Holdings), cause the definitive Proxy Statement/Prospectus proxy statement to be mailed to the stockholders of the Company in connection with the Special Meeting (the "Proxy Statement") as soon as practicable after the date hereof (provided that the Investors and Holdingstheir counsel shall be given reasonable opportunity to review and comment on the preliminary proxy statement, any amendments thereto and related communications with stockholders prior to filing with the SEC and provided further that the Investors shall have the right to consent to any descriptions of or references to (i) the Investors or any of their Affiliates, and (ii) the Series A Certificate of Designations, the Series B Certificate of Designations and the Related Agreements and the transactions contemplated thereby in the Proxy Statement or such communications, which consent shall not be unreasonably withheld or delayed) and use its reasonable best efforts (x) (1) to respond as promptly as practicable to any comments made by the SEC with respect to the Proxy Statement and (2) to promptly supply the Investors with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, and (y) to cause the definitive Proxy Statement to be mailed to its stockholders at the earliest practicable date following the clearance of the Proxy Statement by the SEC and, if necessary, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies; (iii) except to the extent the Board of Directors determines in good faith, after consultation with outside counsel, that contrary action is required by such Board of Directors' fiduciary duties under applicable law, recommend, without qualification, that the stockholders of the Company vote to adopt and approve (x) the issuance of the Shares and the shares of Common Stock issuable upon conversion of the Shares, (y) the Company Charter Amendment and (z) the adoption of the Hexcel Corporation 2003 Incentive Stock Plan and amendments to certain of the Company's existing equity incentive plans, substantially on terms set forth in Exhibit J hereto, and include in the Proxy Statement such unqualified recommendations and take all lawful action to solicit such approvals and acceptances. (b) The Company will advise the Investors, promptly after it receives notice thereof, of the time when any supplement or amendment has been filed or of any request by the SEC for an amendment of or supplement to the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time the Company or the Investors, respectively, discover any information relating to the Company or the Investors, or any of their respective affiliates, officers or directors, that should be set forth in an amendment or supplement to the Proxy Statement so that the document will not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the party that discovers any misleading information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing the information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the Company's stockholders. (c) The Company shall use reasonable efforts to ensure that the Proxy Statement (including without limitation any SEC Reports incorporated by reference therein) shall comply in all material respects with all applicable federal or other securities laws, except that the Company shall have no obligation as to information provided by any of the Investors. (d) At any meeting of stockholders of the Company at which the transactions contemplated by this agreement are submitted to a vote of stockholders, the Investors shall vote, or cause to be voted, all of the shares of Common Stock beneficially owned by the LXH Investors in accordance with the recommendations set forth in Section 6.5(a)(iii); provided, however, that the Investors' obligation pursuant to this Section 6.5(d) shall be subject to the satisfaction of the following conditions as of the date of each stockholder meeting: (i) the Board of Directors shall not have withdrawn or modified in an adverse manner its recommendation of the transactions contemplated by this Agreement, (ii) the Company shall not be in a material breach of its obligations under this Agreement, (iii) there shall not have occurred a Material Adverse Effect since June 30, 2002, (iv) the Company shall have received an executed commitment letter or entered into definitive agreements with respect to the Senior Debt Refinancing on terms no less favorable to the Company than those set forth on Exhibit G hereto and such commitment letter or definitive agreements shall not have been withdrawn, waived, modified, terminated or otherwise altered in a manner adverse to the Company at any time prior to the Special Meeting or any adjournments thereof, and (v) the Fairness Opinions shall not have been withdrawn or materially adversely modified by Houlihan Lokey. Except as otherwise contemplated by the Ciba Pledge ▇▇▇▇▇▇▇n▇▇, ▇he Investors shall cause the LXH Investors to not transfer, pledge, hypothecate, sell or otherwise dispose of, or encumber, grant any proxy or power of attorney over, any of the shares of Common Stock held by them, or deposit any of their shares of Common Stock into a voting trust or enter into a voting agreement, understanding or arrangement with respect to any of such shares of Common Stock at any time prior to the Special Meeting and any adjournments thereof.

Proxy Statement; Stockholder Approval. (ai) The Company shall use its best efforts to prepare and file with the SEC, as promptly as practicable after the date hereof but in no event later than 30 days after the date hereof, preliminary proxy materials, substantially in the form that has been previously reviewed and reasonably approved by Prentice and ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP with respect to a special or annual meeting of the stockholders of the Company (the "STOCKHOLDER MEETING"), which the Company shall use its reasonable best efforts to hold (i) in the event the SEC does not review the preliminary proxy materials, by no later than December 15, 2005 and (ii) in the event the SEC does review the preliminary proxy materials, by no later than January 20, 2006 (the "STOCKHOLDER MEETING DEADLINE"), for the purpose of approving resolutions (the "TRANSACTION RESOLUTIONS") providing for (A) the Company, acting through its Board 's issuance of Directors, shall, subject to and all of the Securities as described in the Transaction Documents in accordance with applicable law and its the rules and regulations of the Principal Market, (B) a 1 for 2 reverse stock split of the outstanding equity of the Company and (C) the nomination of such Persons designated by the Majority Buyer to the Company's Board of Directors for the election to such class or classes with the latest term (subject to the limitations in the Company's Certificate of Incorporation) (such affirmative approval being referred to herein as the "STOCKHOLDER APPROVAL"). Thereafter, the Company shall as amendedpromptly as possible file with the SEC the definitive proxy statement, substantially in the form that has been previously reviewed and reasonably approved by Prentice and ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP. The proxy materials shall not contain any information concerning any Buyer without such Buyer's consent, such consent not to be unreasonable withheld or delayed. The proxy materials at the time they are filed with the SEC, or as of the date of the last amendment thereof, if amended after filing, shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall not establish any record date for determining holders of Common Stock entitled to vote at the Stockholder Meeting, without giving written notice to the Majority Buyer, which shall be given not less than three days prior to the record date so established. (ii) The Company shall provide each stockholder entitled to vote at the Stockholder Meeting a proxy statement, and subject to Sections 4(u)(iv) and (v), the Company shall use its By-Laws, promptly and duly call, give notice of, convene and hold as soon as practicable following reasonable best efforts to solicit its the date upon which the Registration Statement becomes effective a meeting stockholders' approval of the holders of Company Common Stock for Transaction Resolutions (which best efforts shall include, without limitation, the purpose of voting requirement to approve hire a reputable proxy solicitor) and adopt this Agreement and the transactions contemplated hereby, and, (i) except as to cause the Board of Directors of the Company determinesto recommend to the stockholders that they approve the Transaction Resolutions. The Company shall use its reasonable best efforts to obtain the Stockholder Approval by the Stockholder Meeting Deadline. (iii) Except as may be required by applicable law or under the Company's Certificate of Incorporation or Bylaws, in good faith and as advised by outside counselif the Company calls a special (or annual) meeting of stockholders pursuant to this Section 4, would be inconsistent with neither prior to nor at such meeting shall the fiduciary duties Company put forth any matter, other than approving the Transaction Resolutions, to the holders of the Board of Directors Common Stock or any other voting securities of the Company under applicable lawfor their approval without the prior written consent (such consent not to be unreasonably withheld or delayed) of the Majority Buyer, except that the Company may include in any meeting a proposal regarding the election of directors and subject a proposal regarding the adoption of an employee stock incentive plan in a form reasonably acceptable to the second proviso of Section 6.2(a), recommend approval and adoption of this Agreement and the transactions contemplated hereby, by the stockholders of the Company and include in the Proxy Statement such recommendation and (ii) except as the Board of Directors of the Company determines, in good faith and as advised by outside counsel, would be inconsistent with the fiduciary duties of the Board of Directors of the Company under applicable law and subject to the second proviso of Section 6.2(a), take all reasonable action to solicit and obtain such approval; provided, however that neither the Company's Board of Directors nor any committee thereof may either (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Holdings, the approval or recommendation of the Merger or this Agreement, or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Transaction (other than the Merger), in the case of clauses (i) and (ii) next above until the sixth business day following Holdings' receipt of written notice advising Holdings that the Company's Board of Directors has received a Superior Proposal, specifying the material terms and conditions thereof and identifying the person making such Superior ProposalMajority Buyer. (b) The Company shall, as promptly as practicable (or at such other time as may be mutually agreed by the Company and Holdings), cause the definitive Proxy Statement/Prospectus to be mailed to the stockholders of the Company and Holdings.

Proxy Statement; Stockholder Approval. (a) The Company, acting through its Board of Directors, Company shall, subject to and in accordance with applicable law and its Certificate of Incorporation, as amended, Incorporation and its By-Laws, promptly and : (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the date upon which the Registration Statement becomes effective a meeting mailing of the holders of Company Common Stock Proxy Statement (as defined below) for the purpose of voting to approve and adopt this Agreement and obtaining the transactions contemplated hereby, and, (i) except as the Board of Directors of the Company determines, in good faith and as advised by outside counsel, would be inconsistent with the fiduciary duties of the Board of Directors of the Company under applicable law, and subject to the second proviso of Section 6.2(a), recommend approval and adoption of this Agreement and the transactions contemplated hereby, by the stockholders of the Company and include in the Proxy Statement such recommendation and Stockholder Approval; (ii) except as the Board prepare a form of Directors of the Company determines, in good faith and as advised by outside counsel, would be inconsistent with the fiduciary duties of the Board of Directors of the Company under applicable law and subject to the second proviso of Section 6.2(a), take all reasonable action to solicit and obtain such approval; provided, however that neither the Company's Board of Directors nor any committee thereof may either (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Holdings, the approval or recommendation of the Merger or this Agreement, or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Transaction (other than the Merger), in the case of clauses (i) and (ii) next above until the sixth business day following Holdings' receipt of written notice advising Holdings that the Company's Board of Directors has received a Superior Proposal, specifying the material terms and conditions thereof and identifying the person making such Superior Proposal. (b) The Company shall, as promptly as practicable (or at such other time as may be mutually agreed by the Company and Holdings), cause the definitive Proxy Statement/Prospectus proxy statement to be mailed to the stockholders of the Company in connection with the Special Meeting (the "Proxy Statement") as soon as practicable after the date hereof (provided that the Investors and Holdingstheir counsel shall be given reasonable opportunity to review and comment on the preliminary proxy statement, any amendments thereto and related communications with stockholders prior to filing with the SEC and provided further that the Investors shall have the right to consent to any descriptions of or references to (i) the Investors or any of their Affiliates, and (ii) the Series A Certificate of Designations, the Series B Certificate of Designations and the Related Agreements and the transactions contemplated thereby in the Proxy Statement or such communications, which consent shall not be unreasonably withheld or delayed) and use its reasonable best efforts (x) (1) to respond as promptly as practicable to any comments made by the SEC with respect to the Proxy Statement and (2) to promptly supply the Investors with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, and (y) to cause the definitive Proxy Statement to be mailed to its stockholders at the earliest practicable date following the clearance of the Proxy Statement by the SEC and, if necessary, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies; (iii) except to the extent the Board of Directors determines in good faith, after consultation with outside counsel, that contrary action is required by such Board of Directors' fiduciary duties under applicable law, recommend, without qualification, that the stockholders of the Company vote to adopt and approve (x) the issuance of the Shares and the shares of Common Stock issuable upon conversion of the Shares, (y) the Company Charter Amendment and (z) the adoption of the Hexcel Corporation 2003 Incentive Stock Plan and amendments to certain of the Company's existing equity incentive plans, substantially on terms set forth in Exhibit J hereto, and include in the Proxy Statement such unqualified recommendations and take all lawful action to solicit such approvals and acceptances. (b) The Company will advise the Investors, promptly after it receives notice thereof, of the time when any supplement or amendment has been filed or of any request by the SEC for an amendment of or supplement to the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time the Company or the Investors, respectively, discover any information relating to the Company or the Investors, or any of their respective affiliates, officers or directors, that should be set forth in an amendment or supplement to the Proxy Statement so that the document will not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the party that discovers any misleading information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing the information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the Company's stockholders. (c) The Company shall use reasonable efforts to ensure that the Proxy Statement (including without limitation any SEC Reports incorporated by reference therein) shall comply in all material respects with all applicable federal or other securities laws, except that the Company shall have no obligation as to information provided by any of the Investors. (d) At any meeting of stockholders of the Company at which the transactions contemplated by this agreement are submitted to a vote of stockholders, the Investors shall vote, or cause to be voted, all of the shares of Common Stock beneficially owned by the LXH Investors in accordance with the recommendations set forth in Section 6.5(a)(iii); provided, however, that the Investors' obligation pursuant to this Section 6.5(d) shall be subject to the satisfaction of the following conditions as of the date of each stockholder meeting: (i) the Board of Directors shall not have withdrawn or modified in an adverse manner its recommendation of the transactions contemplated by this Agreement, (ii) the Company shall not be in a material breach of its obligations under this Agreement, (iii) there shall not have occurred a Material Adverse Effect since June 30, 2002, (iv) the Company shall have received an executed commitment letter or entered into definitive agreements with respect to the Senior Debt Refinancing on terms no less favorable to the Company than those set forth on Exhibit G hereto and such commitment letter or definitive agreements shall not have been withdrawn, waived, modified, terminated or otherwise altered in a manner adverse to the Company at any time prior to the Special Meeting or any adjournments thereof, and (v) the Fairness Opinions shall not have been withdrawn or materially adversely modified by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Except as otherwise contemplated by the Ciba Pledge Agreements, the Investors shall cause the LXH Investors to not transfer, pledge, hypothecate, sell or otherwise dispose of, or encumber, grant any proxy or power of attorney over, any of the shares of Common Stock held by them, or deposit any of their shares of Common Stock into a voting trust or enter into a voting agreement, understanding or arrangement with respect to any of such shares of Common Stock at any time prior to the Special Meeting and any adjournments thereof.

Proxy Statement; Stockholder Approval. (a) The CompanyIn connection with the Stockholders' Meeting, acting through its Board of Directors, Company shall, subject as soon as practicable following the date of this Agreement, but in no event later than fifteen (15) days following the date of this Agreement, prepare and mail a Proxy Statement to and in accordance with applicable law and its Certificate of Incorporation, as amendedCompany's stockholders, and its By-Laws, promptly Parent and Sub shall furnish to Company all information concerning them that Company may reasonably request in connection with such Proxy Statement. The Proxy Statement shall include the fairness opinion referred to in Section 5.30(b). (b) Company shall duly call, give notice of, convene and hold a Stockholders' Meeting, to be held as soon as reasonably practicable following after the date upon which the Registration Statement becomes effective a meeting of the holders of Company Common Stock hereof, for the purpose of voting to approve and adopt upon approval of this Agreement and the transactions contemplated herebyStock Dispositions ("Company Stockholder Approval") and such other related matters as it deems appropriate and shall, andsubject to the provisions of Section 8.1(c), through its Board of Directors, recommend to its stockholders the adoption of this Agreement and use its reasonable efforts to obtain the Company Stockholder Approval. It is the intention of Company to have its stockholders' meeting on the same day as the Closing. (ic) except as Neither the Board of Directors of the Company determinesCompany, in good faith and as advised by outside counsel, would be inconsistent with the fiduciary duties of the Board of Directors of the Company under applicable law, and subject to the second proviso of Section 6.2(a), recommend approval and adoption of this Agreement and the transactions contemplated hereby, by the stockholders of the Company and include in the Proxy Statement such recommendation and (ii) except as the Board of Directors of the Company determines, in good faith and as advised by outside counsel, would be inconsistent with the fiduciary duties of the Board of Directors of the Company under applicable law and subject to the second proviso of Section 6.2(a), take all reasonable action to solicit and obtain such approval; provided, however that neither the Company's Board of Directors nor any committee thereof may either (i) withdraw shall withdraw, qualify or modify, or propose publicly to withdraw withdraw, qualify or modify, in a manner adverse to HoldingsParent, the approval of such Board of Directors or recommendation such committee of this Agreement or the Merger or this Agreementthe recommendation of such Board of Directors to Company stockholders that they give the Company Stockholder Approval; provided, that the Board of Directors of Company shall be permitted to (i) not recommend to Company stockholders that they give the Company Stockholder Approval or (ii) approve withdraw, qualify or recommendmodify, or propose publicly to approve withdraw, qualify or recommend, any Acquisition Transaction (other than the Merger)modify, in a manner adverse to Parent, the case recommendation of clauses (i) and (ii) next above until the sixth business day following Holdings' receipt of written notice advising Holdings that the Company's such Board of Directors has received a Superior Proposal, specifying the material terms and conditions thereof and identifying the person making such Superior Proposal. (b) The to Company shall, as promptly as practicable (or at such other time as may be mutually agreed by stockholders that they give the Company and HoldingsStockholder Approval (in each case, a "Company Subsequent Determination"), cause only (A) if the definitive Proxy Statement/Prospectus Board of Directors of Company by a majority vote determines in its good faith judgment that it is necessary to be mailed do so to comply with its fiduciary duties to Company stockholders under applicable Law, after receiving the stockholders advice of the outside legal counsel, and (B) if Company and Holdingsits officers and directors have complied in all respects with their obligations set forth in Section 8.2 in connection with its receipt of all Acquisition Proposals.