Common use of Proxy Statement; Stockholders Meeting Clause in Contracts

Proxy Statement; Stockholders Meeting. (a) Unless the Merger is to be consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.9, as soon as practicable following consummation of the Offer and the expiration of any Subsequent Offering Period, the Company and Parent shall prepare and the Company shall file with the SEC the Proxy Statement, and the Company shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable following consummation of the Offer and the expiration of any Subsequent Offering Period. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or the staff of the SEC, or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and the staff of the SEC, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response and (ii) shall give due consideration to all comments reasonably proposed by Parent; provided that Parent shall use commercially reasonable efforts to provide or cause to be provided its comments to the Company as promptly as practicable after the Proxy Statement is transmitted to Parent for its review.

Proxy Statement; Stockholders Meeting. (a) Unless the Merger is to be consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.9, as soon as practicable following consummation of the Offer and the expiration of any Subsequent Offering Period, the Company and Parent shall prepare and the Company shall cooperate and promptly prepare the Registration Statement and the Proxy Statement/Prospectus and shall file the Registration Statement in which the Proxy Statement/Prospectus will be included as a prospectus with the SEC as soon as reasonably practicable after the date hereof and in any event not later than 45 days after the date hereof. Parent and the Company shall cooperate to promptly respond to any comments made by the SEC and otherwise use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing. Parent and the Company will provide each other with any information which may be required to prepare and file the Proxy Statement/Prospectus and the Registration Statement hereunder. Each of Parent and the Company will cause the Proxy Statement/Prospectus to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. If at any time prior to the Effective Time any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement, Parent or the Company, as applicable, will promptly inform the other of such occurrence and cooperate in filing such amendment or supplement with the SEC, use reasonable best efforts to cause such amendment to become effective as promptly as possible and, if required, mail same to stockholders of Parent and/or the Company. Parent shall use reasonable best efforts, and the Company shall use commercially reasonable efforts cooperate with Parent, to respond as promptly as practicable to obtain any comments and all necessary state securities laws or “blue sky” permits, approvals and registrations in connection with the issuance of the SEC with respect thereto and to cause the Proxy Statement to be mailed Parent Common Stock pursuant to the stockholders of the Company as promptly as practicable following consummation of the Offer and the expiration of any Subsequent Offering Period. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or the staff of the SEC, or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and the staff of the SEC, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response and (ii) shall give due consideration to all comments reasonably proposed by Parent; provided that Parent shall use commercially reasonable efforts to provide or cause to be provided its comments to the Company as promptly as practicable after the Proxy Statement is transmitted to Parent for its reviewMerger.

Proxy Statement; Stockholders Meeting. (a) Unless the Merger is to be consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.9, as soon As promptly as practicable following consummation the date of the Offer and the expiration of any Subsequent Offering Periodthis Agreement, the Company and Parent shall prepare and the Company shall file with the SEC the Proxy Statement, and the Company shall use commercially all reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable following consummation the date of the Offer and the expiration of any Subsequent Offering Periodthis Agreement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or the staff of the SEC, SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and the staff of the SEC, on the other hand, relating to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response and (ii) shall give due consideration to include in such document or response all comments reasonably proposed by Parent; provided that Parent shall use commercially reasonable efforts to provide or cause Whenever any event occurs which is required to be provided its comments set forth in an amendment or supplement to the Proxy Statement, the Company or Parent, as the case may be, will promptly as practicable after inform the Proxy Statement is transmitted other of such occurrence and cooperate in filing with the SEC and/or mailing to Parent for its reviewstockholders of the Company such amendment or supplement.

Proxy Statement; Stockholders Meeting. (a) Unless the Merger is to be consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.9, as soon As promptly as practicable following consummation after the execution of the Offer and the expiration of any Subsequent Offering Periodthis Agreement, the Company and Parent shall prepare and the Company shall file with the SEC a preliminary proxy statement (the "Preliminary Proxy Statement, and ") relating to the Company shall use commercially reasonable efforts to respond as promptly as practicable to any comments required approval by or meeting of the SEC with respect thereto and to cause Parent's stockholders at the Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable following consummation of the Offer and the expiration of any Subsequent Offering PeriodParent Stockholders' Meeting. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or the staff of the SEC, or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and the staff of the SEC, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company (i) counsel shall provide Parent an be given reasonable opportunity to review and comment on such document or response the Preliminary Proxy Statement (including all amendments and (iisupplements thereto) shall give due consideration prior to all comments reasonably proposed by Parent; provided that the filing thereof with the SEC. The Parent shall use its commercially reasonable efforts to provide or cause obtain and furnish the information required to be provided its included in the Preliminary Proxy Statement; and the Parent shall respond promptly to any comments made by the SEC with respect to the Company as Preliminary Proxy Statement. As promptly as practicable after approval of the Preliminary Proxy Statement by the SEC, the Parent shall cause the Preliminary Proxy Statement to be finalized and mailed with a proxy to the Parent's stockholders. The Preliminary Proxy Statement, as approved by the SEC and at the time it is transmitted initially mailed to Parent for its reviewthe Parent's stockholders together with all duly filed amendments or revisions made thereto, if any, similarly mailed shall be referred to as the "Proxy Statement."

Proxy Statement; Stockholders Meeting. (a) Unless The Company shall hold the Merger is Stockholders Meeting as soon as practicable after the date hereof for the purpose of acting upon this Agreement and the transactions to be consummated at the Second Closing to the extent requiring stockholder approval, including, without limitation, the issuance and sale of the Preferred Stock to the Investors; provided, however, that the Company shall adjourn the Stockholders Meeting from time to time until all of the conditions set forth in Article VI (other than the condition set forth in Section 6.1(c) and other than those conditions that by their nature are to be satisfied at the Second Closing) are satisfied or waived, such that the Stockholders Meeting shall take place on the same day as the Second Closing in accordance with Section 253 of the DGCL as contemplated by Section 2.9, as soon as practicable following consummation of the Offer 2.5. The Company shall recommend that its stockholders approve this Agreement and the expiration of any Subsequent Offering Period, the transactions contemplated hereby requiring such stockholder approval. The Company and Parent the Investors shall prepare and cooperate in the Company shall file with the SEC the Proxy Statement, and the Company shall use commercially reasonable efforts to respond as promptly as practicable to any comments preparation of the SEC with respect thereto and to cause the Proxy Statement to be mailed to the Company's stockholders in connection with the solicitation of such approval and shall use their reasonable best efforts to take, or cause to be taken, all actions necessary to prepare the Proxy Statement, file the Proxy Statement with the SEC and respond to any comments it may have, and distribute the Proxy Statement to the Company's stockholders as expeditiously as practicable; provided, that the Company as promptly as practicable following consummation of shall file the Offer and Proxy Statement with the expiration of any Subsequent Offering PeriodSEC no later than January 31, 2000. The Company shall promptly notify Parent upon give the receipt of any comments from the SEC or the staff of the SEC, or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and the staff of the SEC, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company (i) shall provide Parent an Investors a reasonable opportunity to review and comment on such document the Proxy Statement and related communications with stockholders of the Company, and the Investors shall have the right to consent to any descriptions of or response references to (i) the Investors or any of their Affiliates, and (ii) shall give due consideration to all comments reasonably proposed by Parent; provided that Parent shall use commercially reasonable efforts to provide or cause to be provided its comments to the Company as promptly as practicable after Transaction Documents and the other agreements executed concurrently therewith and the transactions contemplated thereby in the Proxy Statement is transmitted to Parent for its reviewor such communications, which consent shall not be unreasonably withheld or delayed.

Proxy Statement; Stockholders Meeting. (a) Unless the Merger is to be consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.9, as soon As promptly as practicable following consummation after the execution of the Offer and the expiration of any Subsequent Offering Periodthis Agreement, the Company and Parent shall prepare cooperate in preparing and the Company shall file cause to be filed with the SEC, in connection with the Merger, a proxy statement in preliminary form (together with any amendments or supplements thereto, the “Proxy Statement”). Each of the Company, Parent and Merger Sub shall use their respective reasonable best efforts to furnish the information required to be included by the SEC in the Proxy Statement, and the . The Company shall use commercially its reasonable best efforts to respond have the Proxy Statement cleared by the SEC as promptly as practicable to any comments of the SEC with respect thereto and to cause after filing. The Company shall as promptly as practicable thereafter mail the Proxy Statement to its stockholders. In furtherance of the foregoing, the Company shall respond promptly to any comments with respect to the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment thereon. If at any time after the date the Proxy Statement is mailed to the Company’s stockholders and prior to the Special Meeting any information relating to the Company, Parent, Merger Sub or any of their respective affiliates, officers or directors, should be discovered by the Company, Parent or Merger Sub which is required to be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement will not include any untrue statement 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 were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company as promptly as practicable following consummation of the Offer and the expiration of any Subsequent Offering Period. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or the staff of the SEC, or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and the staff of the SEC, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response and (ii) shall give due consideration to all comments reasonably proposed by Parent; provided that Parent shall use commercially reasonable efforts to provide or cause to be provided its comments to the Company as promptly as practicable after the Proxy Statement is transmitted to Parent for its reviewCompany.

Proxy Statement; Stockholders Meeting. (a) Unless the Merger is to be consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.9, as soon As promptly as practicable following consummation the date of the Offer and the expiration of any Subsequent Offering Periodthis Agreement, the Company and Parent shall prepare and the Company shall file with the SEC the Proxy Statement, and the Company shall use commercially all reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable following consummation the date of the Offer and the expiration of any Subsequent Offering Periodthis Agreement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or the staff of the SEC, SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and the staff of the SEC, on the other hand, relating to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response and (ii) shall give due consideration to include in such document or response all comments reasonably proposed by Parent; provided that Parent shall use commercially reasonable efforts to provide or cause . Whenever any event occurs which is required to be provided its comments set forth in an amendment or supplement to the Proxy Statement, the Company or Parent, as the case may be, will promptly as practicable after inform the Proxy Statement is transmitted other of such occurrence and cooperate in filing with the SEC and/or mailing to Parent for its reviewstockholders of the Company such amendment or supplement.

Proxy Statement; Stockholders Meeting. (a) Unless the Merger is to be consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.9, as As soon as reasonably practicable following consummation the date of the Offer and the expiration of any Subsequent Offering Periodthis Agreement, the Company and Parent shall prepare and the Company shall file with the SEC the Proxy Statement. Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to Company’s stockholders as promptly as reasonably practicable following clearance by the SEC of the Proxy Statement. Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC to amend the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and Company shall use commercially its reasonable best efforts to respond (with the assistance of Parent) as promptly as practicable to any comments of the SEC with respect thereto and thereto. If prior to cause the Effective Time any event occurs with respect to Company or any Subsidiary of Company, or any change occurs with respect to information supplied by or on behalf of Company or Parent, respectively, for inclusion in the Proxy Statement that, in each case, is required to be mailed to the stockholders of the Company as promptly as practicable following consummation of the Offer and the expiration of any Subsequent Offering Period. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or the staff of the SECdescribed in an amendment of, or any request from the SEC or the staff of the SEC for amendments or supplements to a supplement to, the Proxy Statement, Company or Parent, as applicable, shall promptly notify the other of such event, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on Parent shall cooperate in the one hand, and prompt filing with the SEC and of any necessary amendment or supplement to the staff of Proxy Statement and, as required by Law, in disseminating the SEC, on the other handinformation contained in such amendment or supplement to Company’s stockholders. Notwithstanding anything to the foregoingcontrary stated above, prior to filing or mailing the Proxy Statement (or or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response and (ii) shall give due consideration to all consider in good faith any comments reasonably proposed by Parent; provided that Parent shall use commercially reasonable efforts to provide or cause to be provided its comments to the Company as promptly as practicable after the Proxy Statement is transmitted to Parent for its review.

Proxy Statement; Stockholders Meeting. (a) Unless the Merger is to be consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.9, as As soon as reasonably practicable following consummation the date of this Agreement, but in no event later than five business days following the Offer and the expiration of any Subsequent Offering Perioddate hereof, the Company and Parent shall prepare and the Company shall file with the SEC a preliminary proxy statement (the “Proxy Statement”) with respect to, among other things, a proposal seeking the Stockholder Approval (the “Proposal”) at an Annual Meeting of Stockholders (the “Stockholders Meeting”), and shall include in the Proxy Statement the recommendation of the Company’s Board of Directors to vote in favor of the Proposal. The Company will use its reasonable best efforts to (i) cause the Proxy Statement to be delivered to the Company’s stockholders as promptly as reasonably practicable following clearance thereof by the SEC and (ii) hold the Stockholders Meeting as promptly as reasonably practicable following clearance by the SEC of the Proxy Statement, provided that Company may postpone or adjourn the Stockholders Meeting (i) if a quorum has not been established; (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable law; or (iii) to allow reasonable additional time to solicit additional proxies. The Company shall use commercially its reasonable best efforts to respond as promptly as practicable to any comments of the SEC to the Proxy Statement, to prepare and file with respect thereto the SEC the definitive Proxy Statement, and to cause the definitive Proxy Statement to be mailed to the its stockholders of the Company as promptly as practicable following consummation after the filing of the Offer and definitive Proxy Statement with the expiration of any Subsequent Offering PeriodSEC. The Company shall notify Purchaser promptly notify Parent upon of the receipt of any comments from the SEC or the its staff and of the SEC, or any request from by the SEC or the its staff of the SEC for amendments or supplements to the Proxy StatementStatement or for additional information, and shall provide Parent supply Purchaser with copies of all correspondence between the Company and or any of its Representativesrepresentatives, on the one hand, and the SEC and the staff of the SECor its staff, on the other hand, with respect to the Proxy Statement. Notwithstanding the foregoing, prior Prior to filing or mailing the preliminary or definitive Proxy Statement (or any amendment or supplement thereto) or responding to any the comments of the SEC or the staff of the SEC with respect thereto, the Company (i) shall provide Parent an Purchaser a reasonable opportunity to review and comment on such document or response and (ii) shall give due consideration to all consider in good faith comments reasonably proposed by Parent; provided that Parent Purchaser on such document or response. Purchaser shall use commercially reasonable efforts to provide or cause to furnish all information as may reasonably be provided its comments to requested by the Company as promptly as practicable after in connection with the preparation, filing and distribution of the Proxy Statement is transmitted to Parent for its reviewStatement.

Proxy Statement; Stockholders Meeting. (a) Unless Within ten (10) days following the Merger is to be consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.9, as soon as practicable following consummation of the Offer and the expiration of any Subsequent Offering Perioddate hereof, the Company and Parent Seller shall prepare and the Company shall file cause to be filed with the SEC in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement, and ”). The Proxy Statement shall include the Company shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC Seller Board Recommendation with respect thereto and to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable following consummation of the Offer and the expiration of any Subsequent Offering Periodthis Agreement. The Company Seller shall promptly notify the Buyer and Parent upon the receipt of any comments from the SEC (or the staff of the SEC, ) or any request from the SEC (or the staff of the SEC SEC) for amendments or supplements to the Proxy Statement, and shall provide the Buyer and Parent with copies of all correspondence between the Company Seller and its Representativesrepresentatives, on the one hand, and the SEC and (or the staff of the SEC), on the other hand. Notwithstanding Each of the foregoing, prior 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. The Seller shall use its reasonable best efforts so that the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Exchange Act and the rules and regulations promulgated thereunder. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC SEC) with respect thereto, the Company (i) Seller shall provide the Buyer and Parent an a reasonable opportunity to review and comment to propose comments on such document or response and (ii) which comments shall give due consideration to all comments reasonably proposed by Parent; provided that Parent shall use commercially reasonable efforts to provide or cause to be provided its comments to the Company as promptly as practicable after the Proxy Statement is transmitted to Parent for its reviewand be reasonably considered).