Common use of Proxy Statement Clause in Contracts

Proxy Statement. As promptly as practicable following the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.

Proxy Statement. As (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the date of this Agreement, the Company shall prepare and file filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, and each of the Company and Parent shallas so corrected, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file to be filed with the SEC all Other Filings that are and disseminated to the Company Stockholders, in each case as and to the extent required to be filed by such party in connection with the Transactions contemplated herebyapplicable Laws. The Company shall consult with Parent provide Parent, Acquisition Sub and provide Parent and its their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and any amendments or supplements thereto (the Company shall give reasonable and good faith consideration to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofAcquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall cause the Proxy Statement provide in writing to comply with all applicable rules Parent, Acquisition Sub and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its their counsel with a copy or a description of any comments received by or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement theretopromptly after such receipt, and the Company shall respond as promptly as practicable provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier comments of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of including a reasonable opportunity to review and comment on any SEC or staff review of the Proxy Statement. If any event relating such response, to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then which the Company shall promptly inform Parent thereof give reasonable and shall promptly file an appropriate amendment or supplement good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC and, if appropriate, mail or its staff regarding any such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companycomments.

Proxy Statement. As promptly as practicable following The Company, in cooperation with the Parent, shall use reasonable best efforts to, within 20 calendar days after the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity respond to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentspracticable. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the definitive Proxy Statement to be mailed to the Company’s its stockholders as promptly as practicable after the earlier date the SEC staff advises that it has no further comments thereon or, if the SEC does not deliver any such comments on or before the tenth calendar day following the filing of (i) receiving notification the Proxy Statement or otherwise advise on or before such tenth calendar day that it shall provide comments, as promptly as practicable following such tenth calendar day; provided, however, that the Company shall not be required to mail the Proxy Statement prior to the expiration of any Notice Period. The Company shall notify the Parent promptly upon the receipt of any comments from the SEC or its staff is not reviewing 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 and shall supply the Parent with copies of all correspondence between the Company or (ii) any of its representatives, on the conclusion of one hand, and the SEC, or its staff or any SEC or staff review of other government officials, on the other hand, with respect to the Proxy Statement. If The Company shall use reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any event amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide the Parent an opportunity to review and comment on such document or response and (ii) shall include in such document or response all comments reasonably proposed by the Parent. The Parent will furnish in writing to the Company in a timely manner the information relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use Parent and Merger Sub required to be set forth in the Proxy Statement Statement. Whenever any event occurs which is required to have become false or misleading be set forth in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the Proxy Statement, the Parent or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companysupplement.

Proxy Statement. As promptly as practicable following after the date execution of this Agreement, the Company Company, in cooperation with Parent, shall prepare and file with the SEC the Proxy Statement, and each of . Prior to filing the Company and Parent shall, Proxy Statement or shall cause their respective Affiliates to, prepare and, after consultation with each other, file any other filing with the SEC all Other Filings that are required or any other Governmental Entity related to be filed the Merger and the other transactions contemplated by such party in connection with this Agreement (but not including any filing related to a Competing Transaction), the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a with reasonable opportunity to review and comment (in light of the requisite deadline for the filing) on each such filing in advance of its filing with the Proxy Statement and any amendments or supplements thereto SEC (and Parent shall use reasonable efforts to review provide comments, if any, as promptly as practicable), and comment on the Company shall consider and act in good faith with respect to the incorporation of any changes in such filings reasonably proposed by Parent. The Company shall respond to any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to its stockholders at the Company’s stockholders as promptly as earliest practicable time after the earlier resolution of (i) receiving notification that any such comments. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff is not reviewing 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 and shall supply Parent with copies of all correspondence between the Company or (ii) any of its representatives, on the conclusion of one hand, and the SEC, or its staff or any SEC or staff review of other government officials, on the other hand, with respect to the Proxy Statement. The Company shall use its commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 7.3 to comply in all material respects with all applicable requirements of Law and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time, any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided relating to the Company, Parent, Merger Sub or any of their respective Affiliates, officers or directors should be discovered by it for use the Company, Parent or Merger Sub, which is required to be set forth in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the Proxy Statement or any other filing with any Governmental Entity, so that the Proxy Statement or such other filing 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 are made, not misleading, the party that discovers such information shall promptly notify the other parties, and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companysupplement.

Proxy Statement. As promptly as practicable following after the date consummation of this Agreementthe Offer and if required by the Exchange Act, the Company shall prepare and file with the SEC SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to stockholders, the Proxy Statement, . Parent and each Merger Sub agree to cooperate with the Company in the preparation of the Company Proxy Statement and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with other proxy solicitation materials of the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebyCompany. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the draft Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply each time before it is filed with all applicable rules and regulations of the SEC and all other applicable Laws shall give reasonable and good faith consideration to any comments from Parent and its counsel on such draft(s). The Proxy Statement shall directly contain the recommendation of the Company's Board of Directors that the Company's stockholders approve and adopt this Agreement and the Merger, unless the fiduciary duties of the Company's Board of Directors require that the Board withdraw or indirectly incorporate adversely alter or modify that recommendation or that the fairness option referred Board recommend against approval and adoption. Unless this Agreement is previously terminated in accordance with Section 7.01, the Company shall, if required, submit this Agreement to in Section 3.29 therein its stockholders at the Company Meeting, even if requested by Parentthe Board of Directors of the Company determines at any time after the date of this Agreement that it is no longer advisable, adversely alters its recommendation or recommends that the Company stockholders reject it. The Company shall promptly provide Parent and its counsel in writing with a copy or a description of any written comments received by (and orally, any oral comments) that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, promptly after the receipt of those comments and shall respond as promptly as practicable consult with (and shall duly consider in good faith any comments of) Parent and its counsel before responding to any such those comments. The Company shall use and its commercially counsel will provide Parent and its counsel with a reasonable best efforts opportunity to have the Proxy Statement cleared by participate in all communications, if any, with the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement and its staff, including any meetings and telephone conferences relating to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of , this Agreement, the Company Entities occurs, CVR Agreement or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false matters or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment transactions contemplated hereby or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companythereby.

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, the Company ASC and MeriStar shall jointly prepare and file with the SEC a single document that will constitute (i) the Proxy Statement, proxy statement of MeriStar relating to the special meeting of MeriStar's stockholders (the "MeriStar Stockholders Meeting") to be held to consider approval and each adoption of the Company and Parent shallMeriStar Proposals, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with (ii) the SEC all Other Filings that are required proxy statement of ASC relating to the special meeting of ASC's stockholders (the "ASC Stockholders Meeting") to be filed by such party held to consider approval of the ASC Proposals and (iii) the registration statement on Form S-4 of ASC (together with all amendments thereto, the "Registration Statement"), in connection with the Transactions contemplated herebyregistration under the Securities Act of ASC Common Stock to be issued to the stockholders of MeriStar in connection with the Merger and the prospectus included in the Registration Statement (such single document, together with any amendments thereof or supplements thereto, the "Proxy Statement"). The Company Substantially contemporaneously with the filing of the Proxy Statement with the SEC, copies of the Proxy Statement shall consult be provided to the NYSE. ASC and MeriStar each shall use its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement (the "Registration Statement Effective Date"), ASC shall take all or any reasonable action required under any applicable Law in connection with Parent the issuance of ASC Common Stock pursuant to the Merger. ASC or MeriStar, as the case may be, shall furnish all information concerning ASC or MeriStar as the other party may reasonably request in connection with such actions and provide Parent and its counsel a reasonable opportunity to review and comment on the preparation of the Proxy Statement. As promptly as practicable after the Registration Statement Effective Date, the Proxy Statement and any amendments or supplements thereto all associated materials (and to review and comment on any comments of collectively, the SEC or its staff on the "Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior Materials") will be mailed to the filing thereofstockholders of ASC and MeriStar. The Company ASC and MeriStar shall cause the Proxy Statement to comply as to form and substance in all material respects with all the applicable requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof, (ii) the Securities Act, (iii) the rules and regulations of the SEC NYSE and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (iiiv) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyDGCL.

Proxy Statement. As promptly If (a) the approval of this Agreement by the Company’s shareholders is required by Law, then the Company shall, at Parent’s request, as soon as practicable following the date expiration of this Agreementthe Offer, or (b) the Publication Date does not occur on or prior to November 17, 2006, then the Company shall promptly thereafter, prepare and file with the SEC the Proxy Statement, and each Statement to be sent to the shareholders of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebyShareholders Meeting and other solicitation materials of Parent and the Company constituting a part thereof and related documents. Parent, Merger Sub and the Company will cooperate and consult with each other and their respective counsel in the preparation of the Proxy Statement and the related materials. Without limiting the generality of the foregoing, Parent will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall consult with not file the preliminary Proxy Statement or any related materials, or any amendment or supplement thereto, without (i) providing the Parent and provide Parent and its counsel a reasonable opportunity to review and comment on thereon and (ii) including therein any comments reasonably proposed by Parent. Each party shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the preliminary Proxy Statement and any amendments or supplements thereto (as promptly as practicable after receipt thereof and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement in definitive form to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable after it is filedfollowing filing with the SEC. The Company shall cause Each party agrees to consult with the Proxy Statement other party prior to be mailed responding to SEC comments with respect to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the preliminary Proxy Statement. If any event relating to any Each of Parent, Merger Sub and the Company Entities occurs, or if the Company becomes aware of any information, that causes agrees to correct any information provided by it for use in the Proxy Statement to which shall have become false or misleading in misleading. Each party shall as soon as reasonably practicable (i) notify the other parties of the receipt of any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with comments from the SEC and, if appropriate, mail such amendment or supplement with respect to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement and any request by the SEC for any amendment to have become false the Proxy Statement or misleading in any material respectfor additional information and (ii) provide each other party with copies of all correspondence between a party and its employees and other authorized representatives, then Parent shall promptly inform on the Company thereof one hand, and the Company shall promptly file an appropriate amendment or supplement SEC, on the other hand, with the SEC and, if appropriate, mail such amendment or supplement respect to the stockholders of the CompanyProxy Statement.

Proxy Statement. As promptly as practicable following after the date execution of this AgreementAgreement but in any event no later than November 28, 2003, the Company shall prepare and file with the SEC a proxy statement relating to the meeting of the Company’s stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”). In addition, and each of the Company shall prepare and Parent shallfile with the SEC, any Other Filings as and when required or shall cause their respective Affiliates to, prepare andrequested by the SEC. The Company, after consultation with each otherParent, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate will use all reasonable comments and requests made by Parent, prior efforts to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts comments made by the SEC with respect to have the Proxy Statement cleared by and any Other Filings. Parent shall furnish all information concerning it and the SEC holders of its capital stock as promptly as the Company may reasonably practicable after it is filed. The Company shall cause request in connection with such actions and the preparation of the Proxy Statement to be mailed to the Company’s stockholders as and any Other Filings. As promptly as practicable after the earlier clearance of the Proxy Statement by the SEC, the Company shall mail the Proxy Statement to its stockholders. The Proxy Statement shall (isubject to the last sentence of Section 5.6.3 hereof) receiving notification include the recommendation of the Receiver that adoption of the Merger Agreement by the Company’s stockholders is advisable and that the SEC Receiver has determined that the Merger is fair and in the best interests of the Company’s stockholders. Subject to the last sentence of Section 5.6.3 hereof, no amendment or its staff is not reviewing supplement (other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.9 of this Agreement) to the Proxy Statement or any Other Filings will be made by the Company without the approval of Parent (ii) the conclusion which approval shall not be unreasonably withheld or delayed). The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC or staff review for amendment of the Proxy StatementStatement or any Other Filings or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, any event or circumstance relating to Parent or any of the Company Entities occursParent Subsidiary, or if the Company becomes aware of any informationtheir respective officers or directors, that causes any information provided should be discovered by it for use Parent which should be set forth in an amendment or a supplement to the Proxy Statement or any Other Filing, Parent shall promptly inform the Company. If at any time prior to have become false the Effective Time, any event or misleading circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement or any material respectOther Filing, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement Parent. All documents that the Company is responsible for filing in connection with the SEC and, if appropriate, mail such amendment or supplement transactions contemplated herein will comply as to form and substance in all material respects with the stockholders applicable requirements of the Company. If any event relating to Parent or Merger Sub occursExchange Act, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof rules and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companyregulations thereunder and other applicable Laws.

Proxy Statement. As promptly as practicable following (a) The Company shall (i) no later than fifteen (15) Business Days after the date of this Agreement, the Company shall prepare and file with the SEC a proxy statement relating to the Company Shareholders’ Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”), (ii) respond as promptly as reasonably practicable to any comments received from the staff of the SEC with respect to such filings, (iii) as promptly as reasonably practicable, prepare and file any amendments or supplements necessary to be filed in response to any such comments and (iv) use its reasonable best efforts to have cleared by the staff of the SEC the Proxy Statement and thereafter mail to its shareholders such Proxy Statement within three (3) Business Days, and (v) to the extent required by applicable Law, promptly file and mail to the Company shareholders any supplement or amendment to the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent with the opportunity to review and comment upon any response to such comments or requests prior to responding to any such comments or request and shall reasonably consider Parent’s comments in good faith, and shall provide Parent promptly with copies of all correspondence between the Company and its counsel Representatives, on the one hand, and the SEC and its staff, on the other hand. Parent shall cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including promptly furnishing the Company upon request with any and all information as may be reasonably required to be set forth in the Proxy Statement under the Exchange Act. The Company will provide Parent a reasonable opportunity to review and comment on upon the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement Statement, or any amendments or supplements thereto), prior to filing the same with the SEC, and shall incorporate all reasonable reasonably consider Parent’s comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companygood faith.

Proxy Statement. As promptly soon as practicable following the date and in any event no later than 30 days after execution of this Agreement, the Company shall prepare and file the Proxy Statement with the SEC under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, and each the Company shall notify Acquiror of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebySEC. The Company shall consult with Parent and provide Parent give Acquiror and its counsel a reasonable the opportunity to review and comment on the Proxy Statement and any amendments other documents filed with the SEC or supplements thereto (mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on any comments of the SEC or its staff on the Proxy Statement or any all amendments or and supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement and any other documents filed with, or any amendment sent to, the SEC or supplement theretomailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and shall respond as promptly as practicable Acquiror agrees to any such comments. The Company shall use its commercially reasonable best efforts efforts, after consultation with the other parties hereto, to have the Proxy Statement cleared respond promptly to all such comments of and requests by the SEC as promptly as reasonably practicable after it is filedSEC. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as As promptly as practicable after the earlier of (i) receiving notification that Proxy Statement has been cleared by the SEC or its staff is not reviewing SEC, the Company shall mail the Proxy Statement or (ii) to the conclusion of any SEC or staff review Stockholders. Each of the Proxy Statement. If any event relating to any of the Company Entities occursCompany, or if the Company becomes aware of any informationHolding, that causes Parent and Acquiror promptly shall correct any information provided by it for use and used in the Proxy Statement to that shall have become false or misleading in any material respect, then and the Company shall promptly inform Parent thereof and shall promptly take all steps necessary to file an appropriate amendment or supplement with the SEC and, if appropriate, mail such and have cleared by the SEC any amendment or supplement to the stockholders of Proxy Statement as to correct the Company. If any event relating same and to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in cause the Proxy Statement as so corrected to have become false or misleading in any material respect, then Parent shall promptly inform be disseminated to the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC andStockholders, if appropriate, mail such amendment or supplement in each case to the stockholders of the Companyextent required by applicable Law.

Proxy Statement. As If approval of the Company’s stockholders is required by applicable Law to consummate the Merger, promptly as practicable following consummation of the date of this AgreementOffer, the Company shall prepare shall, with the assistance and approval of Parent, file the Proxy Statement with the SEC under the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto)Exchange Act, and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedpracticable. The Company Parent and Purchaser, respectively, shall cause the Proxy Statement to be mailed to each promptly furnish the Company’s stockholders as promptly as practicable after , in writing, all information concerning Parent and Purchaser that may be required by applicable securities Laws or reasonably requested by the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of Company for inclusion in the Proxy Statement. If any event relating to any Each of the Company Entities occursCompany, or if the Company becomes aware of any information, that causes Parent and Purchaser agrees to correct promptly any information provided by it for use in the Proxy Statement to which shall have become false or misleading in any material respect. Parent, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof Purchaser and the Company shall promptly file an appropriate cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC with respect thereto. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to such documents being filed with the SEC andor disseminated to holders of Shares and shall give Parent and its counsel a reasonable opportunity to review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, if appropriateor sent to, mail such amendment or supplement to the stockholders SEC. Each of the Company, Parent and Purchaser agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Shares entitled to vote at the Stockholders’ Meeting at the earliest practicable time.

Proxy Statement. As promptly soon as practicable following the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement with respect to the Company Shareholders Meeting. The Company will mail the Proxy Statement to the Company’s shareholders as of the record date established for the Company Shareholders Meeting as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall include, except to the extent provided in Section 6.3, the text of this Agreement and the Company Board Recommendation in the Proxy Statement. Each of the Company and Parent shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions similar to the Merger Transactions. The Company shall provide Parent with a copy of the preliminary Proxy Statement and all modifications thereto prior to filing or delivery to the SEC and will consult with Parent in connection therewith. The Company will inform Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments (written or oral) thereon or requests by the SEC for additional information, will consult with Parent prior to responding (in writing or orally) to any such comments or request or filing any amendment or supplement to the Proxy Statement and will furnish to Parent 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, the Merger Transactions or any other filings in connection herewith or therewith and will consult with Parent in connection therewith. If at any time prior to the Merger Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which, pursuant to the Securities Act or the Exchange Act, should be set forth in an amendment or supplement to the Proxy Statement, so that any of the Proxy Statement 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 were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by any applicable Legal Requirements, disseminated to the shareholders of the Company. All documents that each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file is responsible for filing with the SEC all Other Filings that are required to be filed by such party in connection with the Merger Transactions contemplated hereby. The Company shall consult will comply as to form in all material respects with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments applicable requirements of the SEC or its staff on Securities Act, the Proxy Statement or any amendments or supplements thereto), Exchange Act and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate New York Stock Exchange (the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company“NYSE”).

Proxy Statement. As promptly as practicable following the date of this Agreement, the Company shall prepare and file Any proxy statement filed with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement (and any amendments or supplements thereto thereto, the “Proxy Statement”) for its annual meeting of stockholders with respect to its 2012 fiscal year (and to review and comment on any comments the “2012 Annual General Meeting”) shall seek only approval of the matters included in the Issuer’s preliminary proxy statement filed with the SEC or its staff on February 28, 2013. Prior to filing any amendment to the Proxy Statement or any amendments or supplements thereto)other filing with the SEC in connection with the 2012 Annual General Meeting, the Issuer will provide drafts thereof to the Investor, will give the Investor a reasonable time to review and shall incorporate all reasonable comment thereon and will consider in good faith any comments and requests made by Parent, prior to the filing thereofInvestor. The Company shall cause the Proxy Statement and any such other filings shall comply as to comply form in all material respects with all the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and shall not, on the date it is first mailed to stockholders of the SEC Issuer and all other applicable Laws and shall directly at the time of the 2012 Annual General Meeting, contain any untrue statement of material fact or indirectly incorporate omit to state any material fact required to be stated therein or necessary in order to make the fairness option referred to statements therein, in Section 3.29 therein if requested by Parentlight of the circumstances in which they are made, not misleading. The Company shall Issuer shall, as promptly as practicable after receipt thereof (and in any event within two (2) Business Days), provide Parent and its counsel with a copy or a description the Investor copies of any written comments received by and advise the Company or its counsel from the SEC or its staff Investor of any oral comments with respect to the Proxy Statement received from the SEC. If at any time prior to the 2012 Annual General Meeting, (a) any Event occurs with respect to the Parties hereto or any of their respective Affiliates, officers or directors, which is required to be set forth in an amendment of, or supplement theretoto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (iib) the conclusion of any SEC or staff review of the Proxy Statement. If any event information relating to the Parties hereto, or any of the Company Entities occurstheir respective Affiliates, officers or directors, should be discovered by a Party which should be set forth in an amendment of, or if the Company becomes aware of any informationsupplement to, that causes any information provided by it for use in the Proxy Statement so that such document would not include any misstatement of a material fact or omit to have become false or misleading in state any material respectfact necessary to make the statements therein, then in light of the Company circumstances under which they were made, not misleading, the Issuer shall file as promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement as practicable with the SEC an amendment of or supplement to the Proxy Statement and, if appropriateas required by Law, mail disseminate the information contained in such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any informationIssuer; provided, that causes prior to filing any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement supplement, the Issuer will provide drafts thereof to the stockholders of Investor, will give the CompanyInvestor a reasonable time to review and comment thereon and will consider in good faith any comments made by the Investor.

Proxy Statement. As promptly as practicable following the date after execution of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file it with the SEC all Other Filings that are required to be filed by such party in connection with under the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto)Exchange Act, and shall incorporate use all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC as with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly as reasonably practicable after it is filedcopies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall cause give Parent and its counsel the opportunity to review the Proxy Statement prior to be mailed its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company’s stockholders as , Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the earlier of (i) receiving notification that Proxy Statement has been cleared by the SEC or its staff is not reviewing SEC, the Company shall mail the Proxy Statement or (ii) to the conclusion of any SEC or staff review stockholders of the Proxy StatementCompany. If any event relating Prior to any the date of approval of the Company Entities occursMerger by the Company's stockholders, or if each of the Company becomes aware of any informationCompany, that causes Parent and Merger Subsidiary shall correct promptly any information provided by it for use to be used specifically in the Proxy Statement to that shall have become false or misleading in any material respect, then respect and the Company shall promptly inform Parent thereof take all steps necessary to file with the SEC and shall promptly file an appropriate cleared by the SEC any amendment or supplement with to the SEC and, if appropriate, mail such amendment or supplement Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement each case to the stockholders of the Companyextent required by applicable law.

Proxy Statement. As promptly If, following the Tender Completion Time, the adoption and approval of this Agreement by the holders of Shares is required under the MBCA in order to consummate the Merger, then in accordance with applicable Law, the Company shall use commercially reasonable best efforts to, as soon as practicable following the date of this AgreementTender Completion Time, the Company shall prepare and file with the SEC the Proxy StatementStatement in preliminary form, and each of the Company and Parent shallCompany, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a Sub shall use all commercially reasonable opportunity best efforts to review and comment on the Proxy Statement and any amendments or supplements thereto (and respond as promptly as practicable to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements with respect thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations notify Parent promptly of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description receipt of any comments received by the Company or its counsel from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent 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 Statement. If at any time prior to receipt of the adoption and approval of this Agreement by the required vote of the holders of the outstanding Shares (the “Company Shareholder Approval”) there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall use commercially reasonable effort to promptly prepare and mail to its shareholders such an amendment or supplement to the extent required by applicable Law. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentswhich Parent reasonably objects. The Company shall use its all commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders shareholders as promptly as practicable after filing with the earlier SEC. Subject to the terms and conditions of (i) receiving notification that the SEC or its staff is not reviewing this Agreement, the Proxy Statement or (ii) shall contain the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any recommendation of the Company Entities occursBoard of Directors in favor of the Merger. For purposes of this Agreement, the term “Tender Completion Time” means the latest to occur of (x) the Acceptance Time, (y) the closing of the purchase of the Top-Up Shares or the failure by Sub to exercise the Top-Up Option during the exercise period provided in Section 1.10 and (z) if at least one subsequent offering period is commenced by Sub, the Company becomes aware expiration of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement last subsequent offering period related to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyOffer.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement), the Company shall prepare and file with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. 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 (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, and (ii) each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC all Other Filings that are required and cause the definitive Proxy Statement to be filed mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such party in connection filing with the Transactions contemplated herebySEC that the SEC will or will not be reviewing the Proxy Statement. The No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on thereon. In accordance with the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto)Company’s organizational documents, and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or through the Company Board shall use its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement theretoreasonable best efforts to, and shall respond as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) 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 (including any such commentsadjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its commercially reasonable best efforts to have duly call, convene and hold the Proxy Statement cleared by the SEC Company Stockholder Meeting as promptly as reasonably practicable after it is filed. The Company shall cause (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be mailed unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company’s stockholders as promptly as practicable after Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (ix) receiving notification that thirty (30) days after the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of date for which the Company Entities occurs, Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or if adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company becomes aware of any informationBoard, that causes any information provided by it for use in acting upon direction from the Proxy Statement Special Committee, shall have effected an Adverse Recommendation Change pursuant to have become false or misleading in any material respectSection 6.02(e), then the Company shall promptly inform Parent thereof use its reasonable best efforts to solicit proxies from the Company Stockholders and shall promptly file an appropriate amendment or supplement with obtain the SEC and, if appropriate, mail such amendment or supplement Required Company Stockholder Approval. Notwithstanding anything to the stockholders of the Company. If any event relating to Parent or Merger Sub occurscontrary contained in this Agreement, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or supplement with as otherwise required by applicable Law, the SEC and, if appropriate, mail such amendment Company shall not hold or supplement to convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the stockholders of the CompanyCompany Stockholder Meeting.

Proxy Statement. As promptly The Company will, as soon as reasonably practicable following the date of this Agreement, the Company shall and in any event within 25 Business Days, prepare and file with the SEC the Proxy StatementStatement in preliminary form, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required will use its reasonable best efforts to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity respond as promptly as reasonably practicable to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements with respect thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules will notify Parent promptly (and regulations in any case no later than 24 hours) of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description receipt of any comments received by the Company or its counsel from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between 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 or Statement. If at any time prior to receipt of the Company Requisite Vote there will occur any event that should be set forth in an amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes including correcting any information provided by it for use in the Proxy Statement to have that has become false or misleading in any material respect, then the Company shall will promptly inform Parent thereof prepare and shall promptly file mail to its shareholders such an appropriate amendment or supplement supplement. Parent and its counsel will be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC andand the Company will give due consideration to all reasonable additions, if appropriatedeletions, mail such amendment or supplement changes thereto suggested by Parent and its counsel. The Company will (a) establish a record date, (b) commence a broker search pursuant to the stockholders Section 14a-13 of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use Exchange Act in connection therewith and (c) thereafter commence mailing the Proxy Statement to have become false the Company’s shareholders as promptly as practicable after (i) the first Business Day after the date that is 10 calendar days after filing the Proxy Statement in preliminary form if, prior to such date, the SEC does not provide comments or misleading in any material respect, then Parent shall promptly inform indicates that it does not plan to provide comments or (ii) the Company thereof and date on which the Company shall promptly file an appropriate amendment or supplement with have been informed by the SEC and, if appropriate, mail such amendment or supplement staff that it has no further comments on the document. Subject to the stockholders terms and conditions of this Agreement, the CompanyProxy Statement will include the Company Board Recommendation.

Proxy Statement. As promptly as reasonably practicable following after the date Offer Closing, if the approval of this AgreementAgreement by the Company’s shareholders is required under applicable Law in order to effect the Merger, the Company shall prepare the Proxy Statement and file it with the SEC the Proxy StatementSEC, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation cooperate with each other, file with the SEC all Other Filings that are required to be filed by such party other in connection with the Transactions contemplated herebypreparation of the foregoing. The Company shall consult with Parent use reasonable best efforts to respond as promptly as practicable to and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate resolve all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to concerning the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders its shareholders as promptly as reasonably practicable after the earlier resolution of (i) receiving notification that any such comments. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff is 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 and shall supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. The Company shall not reviewing file the Proxy Statement or any amendments thereof with the SEC without Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, with respect to disclosures relating to Parent or without otherwise providing Parent, Merger Sub and their counsel a reasonable opportunity to review and propose comments on the Proxy Statement or such amendments (ii) and the conclusion Company shall in good faith give reasonable consideration to any such comments). The Company shall not have or participate in any meetings or discussions with any Governmental Entity regarding the Proxy Statement without first consulting with Parent. Without limiting the generality of any SEC or staff review the foregoing, each of Parent and Merger Sub shall cooperate with the Company in connection with the preparation and filing of the Proxy Statement. If , including promptly furnishing to the Company in writing upon request any event and all information relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use as may be required to be set forth in the Proxy Statement to have become false under applicable Law. Parent agrees that such information supplied by or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders on behalf of the Company. If any event relating to Parent or Merger Sub occurs, in writing for inclusion (or if Parent becomes aware of any information, that causes any information provided incorporation by it for use reference) in the Proxy Statement shall not, on the date it is first mailed to have become false or misleading in any material respect, then Parent shall promptly inform shareholders of the Company thereof and at the Company shall promptly file an appropriate amendment time of the Shareholders Meeting or supplement filed with the SEC and(as applicable), if appropriatecontain 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, mail such amendment or supplement to the stockholders in light of the Companycircumstances under which they were made, not misleading. The Company agrees that the Proxy Statement (i) shall not, on the date it is first mailed to shareholders of the Company and at the time of the Shareholders Meeting, 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 that the foregoing shall not apply with respect to information contained or incorporated by reference in the Proxy Statement and supplied by or on behalf of Parent or Merger Sub for inclusion (or incorporation by reference) in the Proxy Statement and (ii) shall comply as to form in all material respects with the applicable requirements of the Exchange Act.

Proxy Statement. As If Company Stockholder Approval is required under the DGCL, then, in accordance with all applicable Laws, the Company Charter and the Company Bylaws, as promptly as practicable following after the date of this AgreementShare Acceptance Time, the Company shall (i) prepare and file with the SEC a proxy statement relating to this Agreement and the Transactions, including the Merger (such proxy statement, as amended or supplemented, the “Proxy Statement”), (ii) subject to Section 6.3(e), include in the Proxy Statement the Company Board Recommendation, (iii) furnish the information required to be provided to the Company Stockholders pursuant to the DGCL and the Exchange Act and (iv) use its reasonable best efforts to solicit from Company Stockholders proxies in favor of the adoption of this Agreement and the approval of the Merger and take all other action reasonably necessary or advisable to secure the approval of stockholders required by the DGCL and any other applicable Law and the Company Charter and Company Bylaws (if applicable) to effect the Merger. The Parent will provide the Company with any information which may be required in order to effectuate the preparation and filing of the Proxy Statement pursuant to this Section 2.3(b). The Company will notify the Parent promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, and each of the Company will promptly inform the Parent of such occurrence and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file cooperate in filing with the SEC all Other Filings that are required or its staff, and/or mailing to be filed by Company Stockholders, such party in connection with the Transactions contemplated herebyamendment or supplement. The Company shall consult with Parent cooperate and provide the Parent (and its counsel counsel) with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders Proxy Statement prior to filing such with the SEC, and will provide the Parent with a copy of all such filings made with the CompanySEC. If at any time prior to the Special Meeting any fact or event relating to the Parent or Merger Sub occurs, the Purchaser or if Parent becomes aware any of any information, their Affiliates that causes any information provided is required by it for use Law to be set forth in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders Proxy Statement should occur or be discovered by the Parent or the Purchaser, the Parent or the Purchaser shall, promptly after becoming aware thereof, inform the Company of the Companysuch fact or event.

Proxy Statement. As promptly as practicable Promptly following the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, except as otherwise provided for herein, cooperate in preparing a proxy statement or shall cause their respective Affiliates to, prepare and, after consultation information statement that meets the requirements of the Exchange Act (together with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments thereof or supplements thereto), the "Proxy Statement") to seek the approval and shall incorporate all reasonable comments adoption of this Agreement and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received Merger by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentsCompany's stockholders. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s 's stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statementreasonably practicable. If any event relating The Company and Parent each agrees to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes correct any information provided by it for use in the Proxy Statement to that shall have become false or misleading misleading. The Company will promptly notify Parent of the receipt of any comments from the SEC and any request by the SEC for any amendment to the Proxy Statement or for additional information. All filings with the SEC, including the Proxy Statement, and all mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review and comment by Parent, and shall be reasonably acceptable to Parent. Parent will furnish (or cause to be furnished) to the Company the information relating to it and its Affiliates and FPSH and its Affiliates required by the Exchange Act to be set forth in the Proxy Statement. The Company agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to any material respectcomments made by the SEC with respect to the Proxy Statement and any preliminary version thereof filed by it and cause such Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. Subject to Section 6.10, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use include in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the recommendation of the Special Committee and the recommendation of the Company thereof Board that the Company's stockholders vote in favor of the approval and adoption of this Agreement and the Company shall promptly file an appropriate amendment Merger (as the same may be amended, modified or supplement withdrawn in accordance with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanySection 6.10).

Proxy Statement. As promptly The Company will, as soon as practicable following the date of this Agreement and in any event within sixty (60) calendar days after the date of this Agreement, the Company shall prepare and file with the SEC the Proxy StatementStatement in preliminary form, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required will use its reasonable best efforts to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentscomments of the SEC with respect thereto. The Company shall use its commercially reasonable best efforts to have will notify Parent promptly (and in any case no later than twenty-four (24) hours) of the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier receipt of (i) receiving notification that any comments from the SEC or its staff is not reviewing and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or (ii) for additional information and will supply Parent with copies of all correspondence between the conclusion Company or any of any its Representatives, on the one hand, and the SEC or staff review of its staff, on the other hand, with respect to the Proxy Statement. If at any event relating time prior to any receipt of the Company Entities occursRequisite Vote there will occur any event that should be set forth in an amendment or supplement to the Proxy Statement, or if the Company becomes aware of any information, that causes including correcting any information provided by it for use in the Proxy Statement to have that has become false or misleading in any material respect, then the Company shall will promptly inform Parent thereof prepare and shall promptly file mail to its shareholders such an appropriate amendment or supplement supplement. The Parent and their counsel will be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC andand the Company will give due consideration to all reasonable additions, if appropriatedeletions, mail such amendment or supplement changes thereto suggested by Parent and its counsel. The Company will (i) establish a record date, (ii) commence a broker search pursuant to the stockholders Section 14a-13 of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use Exchange Act in connection therewith and (iii) thereafter commence mailing the Proxy Statement to have become false or misleading the Company’s shareholders as promptly as practicable after filing with the SEC, and, in any material respectevent, then Parent shall promptly inform either (a) the third business day after the date that is ten (10) calendar days after filing the Proxy Statement in preliminary form if, prior to such date, the SEC does not provide comments or indicates that it does not plan to provide comments or (b) within three (3) business days of being informed by the SEC staff that it has no further comments on the document. Subject to the terms and conditions of this Agreement, the Proxy Statement will include the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyBoard Recommendation.

Proxy Statement. As promptly as (a) Subject to the terms and conditions of this Agreement, at the earliest practicable following date after the date hereof, the Company shall prepare and, subject to the review and, with respect to information relating to the Parent, Newco, their respective Affiliates or the operation of the Company after the Effective Time, approval of the Parent (which review and approval shall not be unreasonably withheld or delayed), file with the Commission the Proxy Statement of the Company for the Special Meeting. Subject to the terms and conditions of this Agreement, the Company shall prepare and file with the SEC use all reasonable efforts to have the Proxy StatementStatement cleared for mailing by the Commission. Subject to the terms and conditions of this Agreement, and each promptly after the Commission has approved the Proxy Statement for distribution to the shareholders of the Company, the Company will mail the Proxy Statement to the shareholders of the Company entitled to receive it, and will otherwise comply in all material respects with all applicable legal requirements in connection with the vote of shareholders at the Special Meeting. The term "Proxy Statement" as used herein shall mean the proxy statement of the Company for the Special Meeting at the time it is initially mailed, and all amendments or supplements thereto, if any, similarly filed and mailed. Subject to the terms and conditions of this Agreement, the Proxy Statement shall contain the recommendation of the Company Board in favor of this Agreement and the Merger and the recommendation that the shareholders of the Company vote for the adoption and approval of this Agreement and the Merger. Subject to the terms and conditions of this Agreement, the Company shall use all reasonable efforts to solicit proxies in connection with the vote of shareholders with respect to the Merger and the Company shall solicit such proxies in favor of the adoption and approval of this Agreement and the Merger. (b) The Parent and Newco shall, or and shall cause their respective Affiliates to, prepare andpromptly furnish all information, after consultation with each otherand take such other actions, file with as may reasonably be requested by the SEC all Other Filings that are required to be filed by such party Company in connection with the Transactions actions contemplated herebyby this Section 2.2. The Proxy Statement, on the date filed with the Commission and on the date first published, sent or given to the Company's shareholders, 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; provided, however, that the Company shall consult with makes no representation or warranty as to any information supplied by the Parent and provide Parent and its counsel a reasonable opportunity to review and comment on or Newco, or their respective Affiliates, for inclusion in the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto)or, and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to information relating to the Parent, Newco, their respective Affiliates or the operation of the Company after the Effective Time, approved by the Parent for inclusion in the Proxy Statement Statement; provided further, however, that Parent and Newco make no representation or any amendment or supplement thereto, and shall respond warranty as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared information not supplied or approved by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of them for inclusion in the Proxy Statement. If The Parent and Newco represent and warrant that the information to be supplied or approved by them for inclusion in the Proxy Statement shall not contain any event relating 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. The Company Entities occurs(and the Parent and Newco, or if the Company becomes aware of any information, that causes any with respect to information provided supplied by it them for use in the Proxy Statement) agrees promptly, and Parent and Newco shall cause their respective Affiliates, to correct the Proxy Statement if and to the extent that it shall have become false or misleading in any material respectrespect and the Company shall take all steps necessary to cause the Proxy Statement as so corrected to be filed with the Commission and mailed to the Company's shareholders to the extent required by applicable federal securities Laws. (c) As soon as practicable after the date hereof, then the Company shall promptly inform Parent thereof and shall promptly properly prepare and file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders any other filings of the Company. If Company required under the Exchange Act or any event relating to Parent other federal or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.state securities A-6

Proxy Statement. As promptly as practicable following the date of this AgreementNo later than January 25, 2021, the Company shall prepare and file cause to be filed with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party Statement in connection with the Transactions contemplated herebypreliminary form. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement in preliminary and definitive form and any amendments amendment or supplements supplement thereto and any additional soliciting material in connection therewith (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments amendment or supplements theretosupplement thereto or any additional soliciting material in connection therewith), and shall incorporate reasonably consider in good faith all reasonable comments and requests made by Parent, prior to the filing thereof. Parent shall as promptly as reasonably practicable furnish to the Company any and all information relating to the Parent and its Affiliates that is required or reasonably requested by the Company to be included in the Proxy Statement, including any information required by the Exchange Act and the rules and regulations thereunder. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws Laws. If, prior to the expiration of the ten (10)-day waiting period provided in Rule 14a-6 under the Exchange Act, the Company does not receive either comments from the SEC on the preliminary Proxy Statement or notice from the SEC that it will review the preliminary Proxy Statement, then the Company shall file the definitive Proxy Statement with the SEC and shall directly or indirectly incorporate cause the fairness option referred definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable, and in Section 3.29 therein if requested by Parentno event later than four (4) Business Days, after the expiration of such waiting period. The Company shall (i) promptly notify Parent and its legal counsel after notification from the SEC that it will review the preliminary Proxy Statement and upon receipt of any comments from the SEC with respect to the Proxy Statement or any amendment or supplement thereto or any additional soliciting material in connection therewith, (ii) promptly provide Parent and its legal counsel with a copy or a description of any comments correspondence received by the Company or its legal counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, (iii) to the extent reasonably practicable, permit Parent and shall its legal counsel to participate in all communications with the SEC (including all meetings and telephone conferences with the staff of the SEC) relating to the Proxy Statement or any amendment or supplement thereto, and (iv) respond as promptly as practicable to any such commentscomments from the SEC. The If the SEC reviews the preliminary Proxy Statement, the Company shall use its commercially reasonable best efforts to have file the definitive Proxy Statement cleared by with the SEC as promptly as reasonably practicable after it is filed. The Company shall and cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable reasonably practicable, and in no event later than four (4) Business Days, after the earlier of (i) receiving notification SEC notifies the Company that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of has no further comments on the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, information that causes any information provided by it for use should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to have become false or misleading in state any material respectfact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, so that the Proxy Statement otherwise complies as to form with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder, or otherwise so that the Proxy Statement complies with all applicable rules and regulations of the SEC and all other applicable Laws, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company’s stockholders.

Proxy Statement. As promptly as practicable following after the date of this Agreement, the Company shall prepare the Proxy Statement and file cause it to be filed with the SEC SEC. Prior to the filing of the Proxy Statement, and each of the Company and shall give Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement in advance of filing and shall consider in good faith the comments reasonably proposed by Parent. The Company shall use its reasonable best efforts to cause the Proxy Statement and any amendments amendment or supplements supplement thereto (or restatement thereof to comply with the applicable rules and regulations promulgated by the SEC, to review and comment on respond promptly to any comments of the SEC or its staff on and to have the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to cleared under the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond Exchange Act as promptly as practicable to any such commentsafter it is filed with the SEC. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier date of (i) receiving notification this Agreement, and shall cause each applicable amendment or supplement thereto or restatement thereof to be mailed to the Company’s stockholders as promptly as practicable after the date of the Amendment. Parent shall promptly furnish to the Company all information concerning Parent that may be required or reasonably requested in connection with the SEC or its staff is not reviewing preparation of the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment thereto or supplement to the stockholders of the Companyrestatement thereof. If any event relating to Parent or Merger Sub its Subsidiaries occurs, or if Parent becomes aware of any information, that causes any information provided by it for use should be disclosed in an amendment or supplement to, or restatement of, the Proxy Statement to have become false or misleading in any material respectStatement, then Parent shall promptly inform the Company thereof and shall cooperate with the Company in filing such amendment, supplement or restatement with the SEC. The Company will notify Parent promptly upon the receipt of any written or oral comments from the SEC or its staff in connection with the filing of, amendments or supplements to, or restatements of, the Proxy Statement. The Company shall promptly file an appropriate prepare and cause to be filed with the SEC any required amendment or supplement to, or restatement of, the Proxy Statement and use its reasonable best efforts to have any such amendment, supplement or restatement cleared under the Exchange Act as promptly as practicable after it is filed with the SEC andSEC. The Company shall (a) cooperate with Parent and provide Parent (and Parent’s counsel) with a reasonable opportunity to review and comment on, if appropriateand have Parent’s Representatives meet with the Company’s Representatives to discuss, mail such any amendment or supplement to, or restatement of, the Proxy Statement prior to filing such amendment, supplement or restatement with the stockholders SEC, (ii) take into account all reasonable comments provided by Parent on such amendment, supplement or restatement, and (iii) provide Parent with a copy of all such filings made with the CompanySEC.”

Proxy Statement. As If approval of the Company’s stockholders is required by Delaware Law in order to consummate the Merger other than pursuant to Section 253 of the DGCL, as soon as practicable following the Appointment Time, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement for use in connection with the solicitation of proxies from the Company’s stockholders in connection with the Merger and the Company Stockholders’ Meeting (the “Proxy Statement”). The Company and Parent, as the case may be, shall furnish all information concerning the Company or Parent as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to all applicable Legal Requirements, the Company shall use all commercially reasonable efforts to cause the Proxy Statement to be disseminated to the Company’s stockholders as promptly as practicable following the date of this Agreement, the Company shall prepare and file filing thereof with the SEC the Proxy Statement, and each of the Company and Parent shallSEC. No filing of, or shall cause their respective Affiliates amendment or supplement to, prepare and, after consultation or correspondence with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, shall be made by the Company without providing Parent a reasonable opportunity to review and shall respond as promptly as practicable to any such commentscomment thereon. The Company shall use advise Parent, promptly after it receives notice thereof, of any request by the SEC or its commercially reasonable best efforts staff for an amendment or revisions to have the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company or Parent, or any of their respective directors, officers or affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement cleared by so that the Proxy Statement 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 were made, not misleading, the party which discovers such information shall promptly notify the other party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC as promptly as reasonably practicable after it is filedand, to the extent required by applicable law, disseminated to the stockholders of the Company. The Company shall cause the Proxy Statement to be mailed comply as to form and substance in all material respects with the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review applicable requirements of the Proxy Statement. If any event relating to any Exchange Act and the rules of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyNasdaq.

Proxy Statement. As 6.4(a) If approval of the Company’s stockholders is required by applicable Legal Requirements to consummate the Merger, promptly as practicable following consummation of the date Offer (or, if applicable, after the expiration of this Agreementany “subsequent offering period” pursuant to Section 1.1(c)), the Company shall (i) prepare and file the Proxy Statement with the SEC under the Exchange Act, (ii) mail to the holders of Shares a Proxy Statement within a sufficient time prior to the Stockholders’ Meeting and (iii) otherwise comply in all material respects with all Legal Requirements applicable to the Stockholders’ Meeting, and shall use its reasonable efforts to have the Proxy Statement cleared by the SEC promptly. Parent, Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and each the Company shall notify Parent promptly of the receipt of any comments of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall provide as soon as reasonably practicable to Parent copies of all correspondence between the Company or any representative of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebyrespect thereto. The Company shall consult with Parent and provide give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement prior to such documents being filed with the SEC or disseminated to holders of Shares and any amendments or supplements thereto (shall give Parent and its counsel a reasonable opportunity to review and comment on any all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Purchaser agrees to use its reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws required amendments and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement supplements thereto to be mailed to the Company’s stockholders as promptly as holders of Shares entitled to vote at the Stockholders’ Meeting at the earliest practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companytime.

Proxy Statement. As (a) The Company will, as promptly as practicable following possible after the date of this Agreement, the Company shall prepare and file with the SEC Commission a preliminary Proxy Statement on Schedule 14A under the Proxy Statement, and each of Exchange Act with respect to the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party Stockholders’ Meeting in connection with the Transactions transactions contemplated herebyby this Agreement. The Parent and the Company will provide each other with any information concerning itself, its Subsidiaries and Affiliates required in order to effectuate the preparation and filing of the preliminary Proxy Statement. The Company shall consult with Parent will cooperate and provide the Parent (and its counsel counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and any amendment or supplement to the Proxy Statement prior to filing such with the Commission, will accept all reasonable additions, deletions or changes suggested in connection therewith, and will provide the Parent with a copy of all such filings made with the Commission. The Company will notify the Parent upon the receipt of any comments from the Commission or its staff in connection with the filing Agreement and Plan of Merger of, or amendments or supplements thereto to, the preliminary Proxy Statement. The Company will cooperate and provide the Parent (and its counsel) with a reasonable opportunity to review and comment on any comments of the SEC amendment or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect supplement to the Proxy Statement or any amendment or supplement theretoprior to filing such statement with the Commission, and shall respond as will provide the Parent with a copy of all such filings made with the Commission. As promptly as practicable possible after comments are received from the Commission thereon and after the furnishing by the Company and the Parent of all information required to any such comments. The be contained therein, the Company shall will file with the Commission a revised Proxy Statement and will use its commercially reasonable best efforts to have the Proxy Statement it cleared by the SEC Commission as promptly soon thereafter as reasonably practicable after it is filedpossible. The Company shall will cause the Proxy Statement to be mailed to its stockholders at the Company’s stockholders as promptly as practicable earliest possible time after it is cleared by the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyCommission.

Proxy Statement. As promptly as practicable following (a) Preparation. Promptly after the date execution of this Agreement, the Company shall will prepare (with Parent’s reasonable cooperation) and will file with the SEC the Proxy Statement, and each of a preliminary proxy statement to be sent to the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party Stockholders in connection with the Transactions contemplated herebyCompany Stockholder Meeting (the proxy statement, including any amendments or supplements thereto, the “Proxy Statement”). The Company shall consult will not file the Proxy Statement with Parent and provide the SEC without first providing Parent and its counsel a reasonable opportunity to review and comment on thereon, and the Company will give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. Subject to Section 5.4 and unless there has been a Company Recommendation Change, the Company will (i) include the Company Recommendation in the Proxy Statement Statement; and any amendments (ii) subject to applicable Law, use reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval and take all action reasonably necessary or supplements thereto (and advisable to review and comment on any comments secure the vote of the SEC or its staff on holders of shares of Company Common Stock required by applicable Law to effect the Proxy Statement or any amendments or supplements thereto)Charter Amendment and the Merger. Subject to applicable Law, and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders Company Stockholders as promptly as reasonably practicable after following confirmation from the earlier of (i) receiving notification SEC that it will not review, or that it has completed its review of, the Proxy Statement, which confirmation will be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 p.m. on the tenth calendar day following such filing with the SEC that the SEC will or its staff is will not be reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.

Proxy Statement. As promptly as practicable following and in no event later than fifteen (15) business days after the date of this Agreement, the Company shall (i) prepare and file a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”) (ii) subject to Section 6.2, include in the Proxy Statement the Company Recommendation, (iii) furnish the information required to be provided to the holders of Shares pursuant to Delaware Law, the Exchange Act and any other applicable Laws and (iv) unless a Change of Recommendation has been effected, use its reasonable efforts to solicit from holders of all of the Shares proxies in favor of the adoption of this Agreement and the approval of the Merger and take all other action reasonably necessary or advisable to secure the approval of stockholders required by the DGCL and any other applicable Law and the Charter and bylaws (if applicable) to effect the Merger; provided, unless a Change of Recommendation has been effected, that Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC the Proxy Statement, and each of the Company and Parent shallshall give due consideration to all reasonable additions, deletions, or shall cause changes thereto suggested by Parent, Merger Sub and their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebycounsel. The Company shall consult promptly notify Parent of the receipt of all comments of the SEC with Parent respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto, or for additional information, and unless a Change of Recommendation has been effected, shall provide Parent to Parent, after Parent, Merger Sub and its their counsel shall have had a reasonable opportunity to review and comment on the Proxy Statement and draft correspondence and due consideration has been given to such comments by the Company, copies of all correspondence between the Company and/or any amendments or supplements thereto (of its Representatives and the SEC. The Company and Parent shall each use reasonable best efforts to review and comment on any comments of promptly provide satisfactory responses to the SEC or its staff with respect to all comments received on the Proxy Statement or any amendments or supplements thereto)by the SEC, and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification date the SEC staff advises that it has no further comments thereon, or that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of Company may commence mailing the Proxy Statement. If any event relating Notwithstanding anything to any of the contrary in this Section 6.3(b), and subject to Section 6.2, the Company Entities occurs, may amend or if the Company becomes aware of any information, that causes any information provided by it for use in supplement the Proxy Statement to have become false or misleading in any material respect, then connection with a Change of Recommendation without the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders prior consent of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyParent.

Proxy Statement. As promptly as practicable following the date after execution of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement, and each of which shall include the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each otherDirectors’ Recommendation (the “Proxy Statement”), file the Proxy Statement with the SEC all Other Filings that are required to be filed by such party in connection with under the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto)Exchange Act, and shall incorporate use all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC. Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Purchaser of the receipt of any comments of the SEC as with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Purchaser promptly as reasonably practicable after it is filedcopies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall cause give Purchaser and its counsel the opportunity to review the Proxy Statement prior to be mailed its being filed with the SEC and shall give Purchaser and its counsel the opportunity to review all amendments and supplements to the Company’s stockholders as Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. The Company and Purchaser each agrees to use its reasonable best efforts, after consultation with the other parties hereto to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the earlier of (i) receiving notification that Proxy Statement has been cleared by the SEC or its staff is not reviewing SEC, the Company shall mail the Proxy Statement or (ii) to the conclusion of any SEC or staff review stockholders of the Proxy StatementCompany. If any event relating Prior to any the date of approval of this Agreement by the Company’s stockholders, each of the Company Entities occurs, or if the Company becomes aware of any information, that causes and Purchaser shall correct promptly any information provided by it for use to be used specifically in the Proxy Statement to that shall have become false or misleading in any material respect, then respect and the Company shall promptly inform Parent thereof take all steps necessary to file with the SEC and shall promptly file an appropriate cleared by the SEC any amendment or supplement with to the SEC and, if appropriate, mail such amendment or supplement Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement each case to the stockholders of the Companyextent required by applicable law.

Proxy Statement. As promptly as practicable following the date of this AgreementIf required under applicable law, the Company shall prepare and the Proxy Statement, file it with the SEC under the Exchange Act as promptly as practicable after Merger Subsidiary purchases Shares pursuant to the Offer, and use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Parent and Merger Subsidiary shall promptly furnish to the Company all information concerning Parent and Merger Subsidiary that may be required or reasonably requested in connection with any action contemplated by this Section 6.10. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement, and each the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any Representative of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebySEC. The Company shall consult with Parent and provide give Parent and its counsel a reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC and comment on shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and any amendments all responses to requests for additional information and replies to comments prior to their being filed with, or supplements thereto (and to review and comment on any comments sent to, the SEC. Each of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto)Company, and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect Merger Subsidiary agrees to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts efforts, after consultation with the other parties hereto to have the Proxy Statement cleared respond promptly to all such comments of and requests by the SEC as promptly as reasonably practicable after it is filedSEC. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as As promptly as practicable after the earlier of (i) receiving notification that Proxy Statement has been cleared by the SEC or its staff is not reviewing SEC, the Company shall mail the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the The Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform include the recommendation by the Board of Directors of the Company thereof that the Company's stockholders vote to approve the Merger and this Agreement unless the Board of Directors of the Company shall promptly file an appropriate amendment has withdrawn or supplement modified its recommendation in accordance with the SEC and, if appropriate, mail such amendment or supplement to the stockholders provisions of the CompanySection 6.03.

Proxy Statement. As promptly as practicable following Subject to the date terms and conditions of this Agreement, as promptly as reasonably practicable after the date hereof, the Company and Parent shall prepare and file with the SEC a proxy statement/prospectus and a form of proxy that will be part of Parent’s previously filed registration statement on Form S-4 (the “S-4 Registration Statement”) in connection with the vote of the Company’s shareholders with respect to the adoption of this Agreement and approval of the Asset Sale and the Shareholder Ratification, and in order to offer and sell under the Securities Act the Parent Shares issuable to the Company in connection with the Asset Sale (such proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s shareholders is herein called the “Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and”). The Company, after consultation with each otherParent, file with will use reasonable best efforts to respond promptly to any comments made by the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement Statement. Parent and Buyer shall furnish all information relating to Parent and Buyer as the Company may reasonably request (or any amendment or supplement thereto, and shall respond as promptly as practicable may be required to any such comments. The Company shall use its commercially reasonable best efforts to have be included in the Proxy Statement cleared by Statement) in connection with such actions and the SEC preparation of the Proxy Statement. Subject to the terms and conditions of this Agreement, as promptly as reasonably practicable after it is filed. The the clearance of the Proxy Statement by the SEC, the Company shall cause mail the Proxy Statement to be mailed the holders of shares of Company Stock. Subject to and without limiting the Company’s stockholders rights of the Company Board pursuant to Section 6.4.2, the Proxy Statement shall include the Company Recommendation. The Company will advise Parent, as promptly as practicable reasonably practicable, after the earlier it receives notice thereof, of (i) receiving notification that any request by the SEC or its staff is not reviewing for amendment of the Proxy Statement or (ii) comments thereon and responses thereto or requests by the conclusion of any SEC or staff review of the Proxy Statementfor additional information. If at any time prior to the Closing, any information, event or circumstance relating to any of the Company Entities occursParty hereto, or if the Company becomes aware of their respective officers, directors, Affiliates or Representatives, should be discovered by any information, that causes any information provided by it for use Party hereto which should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement does not contain any untrue statement of material fact, or omit to have become false or misleading in state any material respectfact required to be stated therein in order to make the statements therein, then in light of the Company circumstances under which they were made, not misleading, the Party discovering such information, event or circumstance shall promptly inform Parent thereof and shall promptly file the other Parties hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information, event or circumstance shall be promptly prepared and filed by the Company with the SEC and, if appropriaterequired, mail such amendment or supplement disseminated to the stockholders holders of the Companyshares of Company Stock. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform also take any action required to be taken under state blue sky or other securities laws in connection with the issuance of Parent Shares to the Company thereof and the Company shall promptly file an appropriate amendment or supplement in connection with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyAsset Sale.

Proxy Statement. (a) As promptly soon as practicable following possible after commencement of the date of this AgreementOffer, the Company shall prepare and file with the SEC the commence preparation of a preliminary Proxy Statement. Following the consummation of the Offer, if approval of this Agreement and each the Merger by the stockholders of the Company and Parent shallis required by applicable Law, or shall cause their respective Affiliates tothe Company will, prepare and, after consultation with each otheras soon as is possible following the consummation of the Offer, file such preliminary Proxy Statement with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebySEC. The Company shall consult with Parent and provide Parent and its counsel a use all reasonable opportunity efforts to review and comment on the Proxy Statement and any amendments or supplements thereto (and respond to review and comment on any comments of by the SEC or its staff on the to such preliminary Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to cause a definitive Proxy Statement to be mailed to the filing thereofstockholders of the Company. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations will notify Parent promptly of the SEC receipt of and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred will respond promptly to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any (i) comments received by the Company or its counsel from the SEC or its staff and (ii) request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between 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 or the Merger. Parent and its counsel shall be given a reasonable opportunity to be involved in the drafting of and review and comment upon the Proxy Statement and any amendment or supplement thereto, thereto and shall respond as promptly as practicable to any such comments. The Company shall use correspondence prior to its commercially reasonable best efforts to have the Proxy Statement cleared by filing with the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed or dissemination to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement's stockholders. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such No amendment or supplement to the stockholders Proxy Statement will be made by the Company without the approval of the Company. If any event relating to Parent Parent, which will not be unreasonably conditioned, withheld or Merger Sub occursdelayed; provided, or if Parent becomes aware of any informationhowever, that causes any information provided by it for use in amendments or supplements to the Proxy Statement reflecting actions taken by the Board to comply with its fiduciary duties shall not require the approval of Parent. If necessary, after the Proxy Statement shall have become false or misleading in any material respectbeen so mailed, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment circulate amended, supplemental or supplement with the SEC supplemented proxy material, and, if appropriaterequired in connection therewith, mail such amendment or supplement resolicit proxies. Subject to Section 7.05(b), the Company shall include in the definitive Proxy Statement the unanimous recommendation of the Board that stockholders of the CompanyCompany vote in favor of the approval of the Merger and the adoption of this Agreement.

Proxy Statement. As promptly as practicable following after the date execution of this AgreementAgreement Stockholder, the Company in cooperation with Buyer, shall prepare and file with the SEC a proxy statement (the “Stockholder Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required ”) to be filed by such party sent to the stockholders of Stockholder in connection with the Transactions contemplated herebymeeting of the Company’s stockholders (the “Stockholder Meeting”) to be called pursuant to Section 11 hereof for purposes of obtaining the approval by the stockholders of Stockholder required under Chapter 156B of the Massachusetts General Laws (“Massachusetts Law”) of the disposition by Stockholder of the Shares pursuant to the Merger (the “Stockholder Voting Proposal”). The Company Stockholder shall consult with Parent and provide Parent and its counsel a reasonable opportunity endeavor to review and comment on the Proxy Statement and any amendments or supplements thereto (and promptly respond to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofSEC. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company Stockholder shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Stockholder Proxy Statement to be mailed to the Company’s stockholders as of Stockholder at the earliest practicable time. Stockholder shall notify Buyer and the Company promptly as practicable after upon the earlier receipt of (i) receiving notification that any comments from the SEC or its staff is not reviewing 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 Stockholder Proxy Statement or (ii) for additional information and shall supply Buyer and the conclusion Company with copies of all correspondence between Stockholder or any SEC of its representatives, on the one hand, and the SEC, or its staff review of or any other government officials, on the other hand, with respect to the Stockholder Proxy Statement. If Whenever any event relating occurs which is required to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use be set forth in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of Stockholder Proxy Statement, Stockholder, the Company. If any event relating to Parent Company or Merger Sub occursBuyer, or if Parent becomes aware of any informationas the case may be, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof other of such occurrence and the Company shall promptly file an appropriate amendment or supplement cooperate in filing with the SEC andor its staff or any other government officials, if appropriateand/or mailing to stockholders of Stockholder, mail such amendment or supplement supplement. Stockholder will include in the Stockholder Proxy Statement the Stockholder Board Recommendation. Stockholder shall promptly make all necessary filings with respect to the stockholders Merger under the Securities Act of 1933, as amended, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder. Each of the CompanyCompany and Buyer shall cooperate with the Stockholder in connection with the preparation of the Stockholder Proxy Statement and shall furnish all information relating to it and the Merger as the Stockholder may reasonably request for inclusion in the Stockholder Proxy Statement.

Proxy Statement. As promptly as practicable following the date of this Agreement, the The Company shall promptly prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is fileda preliminary Proxy Statement (and in any event no later than 30 days following the date of this Agreement); provided, however, that (a) each of the Company, Freeport and Purchaser shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement with respect to the provisions in such Proxy Statement (including the preliminary Proxy Statement) addressing the issuance of the Securities (and, for the avoidance of doubt, excluding provisions solely addressing the PXP Transaction) and (b) the Company shall furnish such preliminary Proxy Statement to Freeport and Purchaser and give Freeport, Purchaser and their legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall cooperate with Freeport and Purchaser with respect to additions, deletions or changes suggested by Freeport and Purchaser in connection therewith with respect to the provisions in such Proxy Statement (including the preliminary Proxy Statement) addressing the issuance of the Securities (and, for the avoidance of doubt, excluding provisions solely addressing the PXP Transaction). The Company shall promptly notify Freeport and Purchaser of the receipt of any comments of the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Freeport and Purchaser, as promptly as reasonably practicable, copies of all written correspondence between the Company or any representative of the Company and the SEC with respect to the Proxy Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, the Company shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to the comments of the SEC staff. The Company shall provide Freeport, Purchaser and their legal counsel with a reasonable opportunity to review any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall cooperate with Freeport and Purchaser with respect to additions, deletions or changes suggested by Freeport and Purchaser in connection therewith with respect to the provisions in such Proxy Statement (including the preliminary Proxy Statement) addressing the issuance of the Securities (and, for the avoidance of doubt, excluding provisions solely addressing the PXP Transaction). Freeport and Purchaser shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement has been included therein by the Company, the Company shall promptly file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to the Company’s stockholders (including by electronic delivery if permitted) as promptly as practicable after the earlier practicable, to its stockholders of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review record, as of the Proxy Statement. If any event relating to any record date established by the Board of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders Directors of the Company.

Proxy Statement. As promptly The Company will, as soon as reasonably practicable following the date of this Agreement, the Company shall and in any event within 15 Business Days, prepare and file with the SEC the Proxy StatementStatement in preliminary form, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required will use its reasonable best efforts to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity respond as promptly as reasonably practicable to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements with respect thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules will notify Purchaser promptly (and regulations in any case no later than 24 hours) of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description receipt of any comments received by the Company or its counsel from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Purchaser 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. The Company covenants and agrees that the information in the Proxy Statement will not, at the time that the Proxy Statement or any amendment or supplement theretothereto is filed with the SEC or is first mailed to the stockholders of the Company 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 made therein, in light of the circumstances under which they were made, not misleading. If at any time prior to receipt of the Company Stockholder Approvals there will occur any event that should be set forth in an amendment or supplement to the Proxy Statement, including correcting any information that has become false or misleading in any material respect, the Company will promptly prepare and shall respond as promptly as practicable mail to any its stockholders such commentsan amendment or supplement. Purchaser and its counsel will be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company will give due consideration to all reasonable additions, deletions, or changes thereto suggested by Purchaser and its counsel. The Company shall use its commercially reasonable best efforts will (a) establish a record date, (b) commence a broker search pursuant to have Section 14a-13 of the Exchange Act in connection therewith and (c) thereafter commence mailing the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification the first Business Day after the date that the SEC or its staff is not reviewing ten (10) calendar days after filing the Proxy Statement in preliminary form if, prior to such date, the SEC does not provide comments or indicates that it does not plan to provide comments or (ii) the conclusion of date on which the Company shall have been informed by the SEC staff that it has no further comments on the document. The Proxy Statement shall include the Company Board Recommendation and shall not contain any proposals other than (i) the Company Stockholder Proposals, (ii) the Reverse Stock Split Proposal, (iii) any proposal that either the SEC or Nasdaq (or the respective staff review members thereof) indicates is necessary in its comments to the Proxy Statement or in correspondence related thereto, (iv) each other proposal reasonably agreed to by the Company and Purchaser as necessary or appropriate in connection with the consummation of the Proxy Statement. If any event relating Transactions; and (v) a proposal for the postponement or adjournment of the Company Special Meeting, if necessary to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the Company Entities occursforegoing (collectively, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company“Transaction Proposals”).

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, the Company shall prepare and file a preliminary proxy statement to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting (such proxy statement together with, as the context dictates, any ancillary documents to be sent to such stockholders, each as amended or supplemented, being referred to herein as the “Proxy Statement”) with the SEC under the Exchange Act, and shall use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable. Parent, Merger Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement, and each the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebyrespect thereto. The Company shall consult with Parent and provide give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and any amendments supplements thereto, prior to such documents being filed with the SEC or supplements thereto (disseminated to holders of shares of Company Common Stock, and shall give Parent and its counsel a reasonable opportunity to review and comment on any all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws required amendments and supplements thereto to be mailed to the holders of shares of Company Common Stock entitled to vote at the Stockholders’ Meeting at the earliest reasonably practicable time. Parent shall, and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and cause its counsel affiliates to, cooperate with a copy or a description of any comments received by the Company or its counsel from in the SEC or its staff with respect to preparation of the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared including supplying information for inclusion or incorporation by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing reference in the Proxy Statement or (ii) filing information required by the conclusion of any SEC Exchange Act or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided requested by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companya timely manner.

Proxy Statement. (a) Each of the Company and Parent shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement to the Proxy Statement. As promptly as practicable after the execution of this Agreement, and in any event within thirty (30) days following the date of this Agreement, the Company shall prepare and file with the SEC the preliminary proxy statement to be sent to the shareholders of the Company relating to the Company Shareholders’ Meeting (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”); provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and each give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. The Company shall notify Parent of the receipt of any comments of the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent as promptly as reasonably practicable, copies of all written correspondence between the Company or any Representative of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that with respect to the Proxy Statement. If comments are required received from the SEC staff with respect to be filed by such party in connection with the Transactions contemplated herebypreliminary Proxy Statement, the Company shall respond as promptly as reasonably practicable to the comments of the SEC. The Company shall consult with Parent and provide Parent and its legal counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and proposed response to review and any comment on any comments of the SEC staff and any amendment or its staff on supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent and Merger Sub shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations comment of the SEC and staff. Promptly after all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement been cleared by the SEC as staff, or promptly as reasonably practicable after it is filed. The following confirmation from the SEC staff that they will not be commenting thereon, the Company shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to the Company’s stockholders disseminated (including by electronic delivery if permitted) as promptly as practicable after the earlier reasonably practicable, to its shareholders of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review record, as of the Proxy Statementrecord date established by the Company Board. If any event relating to any Each of the Company Entities occurs, or if the Company becomes aware of any information, that causes parties shall correct promptly any information provided by it for use to be used specifically in the Proxy Statement that constitutes an untrue statement of a material fact or fails to have become false or misleading in state any material respectfact required to be stated therein or necessary in order to make the statements therein, then in light of the Company shall promptly inform Parent thereof circumstances under which they were made, not misleading, and shall promptly take all steps necessary to file an appropriate amendment or supplement with the SEC and, if appropriate, mail such and have cleared by the SEC any amendment or supplement to the stockholders Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the shareholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement each case to the stockholders of the Companyextent required by applicable Law.

Proxy Statement. As The Company shall, as promptly as reasonably practicable following the date execution of this AgreementAgreement (but in any event within 30 days thereafter unless the parties shall otherwise agree), file the Company shall prepare and file Proxy Statement with the SEC under the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto)Exchange Act, and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedpracticable. Parent, Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC with respect thereto. The Company shall cause give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and supplements thereto, prior to be mailed such documents being filed with the SEC or disseminated to holders of Shares and shall give Parent and its counsel a reasonable opportunity to review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. If at any time prior to the Company Shareholders Meeting, there shall occur any event with respect to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC , Parent or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurstheir Subsidiaries, or if the Company becomes aware of any information, that causes with respect to any information provided by it the Company or Parent for use inclusion in the Proxy Statement Statement, which event is required by applicable Law to have become false or misleading be described in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occursProxy Statement, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement shall be promptly filed with the SEC, as required by applicable Law, and disseminated to the stockholders holders of Shares, as applicable. Each of the Company, Parent and Purchaser agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed, as may be required, to the holders of Shares entitled to vote at the Company Shareholders Meeting at the earliest practicable time.

Proxy Statement. As promptly as practicable following after the date of Execution Date, unless this AgreementAgreement is terminated pursuant to Article IX, the Company Seller shall prepare and file with the SEC a proxy statement relating to the Seller Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”); provided, that Seller shall not file the Proxy StatementStatement with the SEC later than March 19, and each 2010 without the consent of the Company and Parent shallBuyer, or shall cause their respective Affiliates to, prepare andsuch consent not to be unreasonably withheld. Seller, after consultation with each otherBuyer, file with will use commercially reasonable efforts to respond to any comments made by the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any following receipt of the same. Buyer shall furnish all information as Seller may reasonably request in connection with such comments. The Company shall use its commercially reasonable best efforts to have actions and the preparation of the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedStatement. The Company shall cause the Proxy Statement Subject to be mailed to the Company’s stockholders Section 6.5, as promptly as practicable after the earlier clearance of (i) receiving notification that the Proxy Statement by the SEC, Seller shall mail the Proxy Statement to its stockholders. Subject to Section 6.5, the Proxy Statement shall include the Seller Board Recommendation. Seller will advise Buyer, promptly after it receives notice thereof, of any request by the SEC or its staff is not reviewing for amendment of the Proxy Statement or (ii) comments thereon and responses thereto or requests by the conclusion of SEC for additional information. If at any SEC time prior to the Seller Stockholders’ Meeting, any event or staff review of circumstance relating to Buyer, or its officers or directors, should be discovered by Buyer which should be set forth in an amendment or a supplement to the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company Buyer shall promptly inform Parent thereof and Seller. If at any time prior to the Seller Stockholders’ Meeting, any event or circumstance relating to Seller or any Subsidiary of Seller, or their respective officers or directors, should be discovered by Seller which should be set forth in an amendment or a supplement to the Proxy Statement, Seller shall promptly file an appropriate amendment or supplement inform Buyer. All documents that Seller is responsible for filing with the SEC and, if appropriate, mail such amendment or supplement in connection with the Transactions will comply as to form and substance in all material respects with the stockholders applicable requirements of the Company. If Exchange Act and other applicable Laws and will not contain any event relating to Parent or Merger Sub occursuntrue statement of a material fact, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement omit to have become false or misleading in state any material respectfact required to be stated therein in order to make the statements therein, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders in light of the Companycircumstances under which they were made, not misleading.

Proxy Statement. As promptly as practicable following the date of this Agreement, the The Company shall prepare and file with the SEC SEC, as promptly as practicable after the Proxy Statementdate of this Agreement, and each in any event within 20 Business Days after the date of this Agreement, a preliminary proxy statement to be sent to the stockholders of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebyStockholders Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement”). The Parent, Merger Sub and the Company shall will cooperate and consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on each other in the preparation of the Proxy Statement and any amendments or supplements thereto thereto. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it and its subsidiaries as required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement (or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement) and provide such other assistance as may be reasonably requested by the Company. The Company shall use its reasonable best efforts to review resolve all SEC comments, if any, with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each Party covenants that none of the information supplied or to be supplied by it for inclusion or incorporation in the Proxy Statement will, at the date it is filed with the SEC or first mailed to the Company’s stockholders or at the time of the Stockholders Meeting or at the time of any amendment or supplement thereof, 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 are made, not misleading. The Company shall promptly notify Parent and comment on Merger Sub of the receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. If at any time prior to the Stockholders Meeting any information relating to Parent, Merger Sub or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent, Merger Sub or the Company, which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a 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 Party and, to the extent required by applicable Law, the Company shall promptly file with the SEC and disseminate to the stockholders of the Company an appropriate amendment or supplement describing such information. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or its staff on with respect thereto, the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent a reasonable opportunity to review and its counsel with a copy to propose comments on such document or a description of any response and consider in good faith such comments received proposed by Parent for inclusion therein. Unless the Company or its counsel from Board has made a Change of Recommendation in accordance with Section 6.3, the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and Recommendation shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of included in the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.

Proxy Statement. As promptly as practicable following the date of this Agreement, the The Company shall prepare and file with the SEC SEC, as promptly as practicable after the Proxy Statementdate of this Agreement, and each a preliminary proxy statement to be sent to the stockholders of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebyStockholders Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement”). The Parent, Merger Sub and the Company shall will cooperate and consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on each other in the preparation of the Proxy Statement and any amendments or supplements thereto thereto. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it as required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement and provide such other assistance as may be reasonably requested by the Company. The Company shall use its reasonable best efforts to resolve all SEC comments, if any, with respect to the Proxy Statement as promptly as practicable after receipt thereof. The Company shall use its reasonable best efforts to cause the Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent or given to review the stockholders of the Company and comment on at the time of the Stockholders Meeting, to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and shall promptly notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. If at any time prior to the Stockholders Meeting any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company, which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a 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 Party and, to the extent required by applicable Law, the Company shall promptly file with the SEC and disseminate to the stockholders of the Company an appropriate amendment or supplement describing such information. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto, other than in connection with a Change of Recommendation made in compliance with this Agreement), or responding to any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform provide Parent thereof a reasonable opportunity to review and shall promptly file an appropriate amendment to propose comments on such document or supplement with the SEC and, if appropriate, mail response and consider in good faith such amendment or supplement to the stockholders of the Company. If any event relating to comments proposed by Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companyinclusion therein.

Proxy Statement. As promptly as practicable following the date of this Agreement, the The Company shall prepare and file with the SEC as promptly as reasonably practicable after the date hereof, a preliminary Proxy Statement (the “Preliminary Proxy Statement, ”) relating to the Merger as required by the Exchange Act and each the rules and regulations thereunder. Each of Parent and Merger Sub shall furnish to the Company the information relating to it required by the Exchange Act and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required rules and regulations thereunder to be filed by such party included in connection with the Transactions contemplated herebyPreliminary Proxy Statement. The Company shall obtain and furnish the information required to be included in the Preliminary Proxy Statement, shall provide Parent with, and consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on regarding, any comments of that may be received from the SEC or its staff on the Proxy Statement or with respect thereto, shall respond promptly to any amendments or supplements thereto), and shall incorporate all reasonable such comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Preliminary Proxy Statement or any amendment or supplement theretoStatement, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as at the earliest reasonably practicable after date and shall use its reasonable best efforts (subject to Section 5.02) to obtain the earlier necessary approval of the Merger by its stockholders. If, at any time prior to the Special Meeting, any information relating to the Company, Parent, Merger Sub, any of their respective Affiliates, this Agreement or the transactions contemplated hereby (i) receiving notification including the Merger), should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the SEC or its staff is not reviewing the Proxy Statement shall not contain any untrue statement of a material fact or (ii) omit to state any material fact required to be stated therein or necessary in order to make the conclusion of any SEC or staff review statements therein, in light of the Proxy Statement. If any event relating to any of circumstances under which they are made, not misleading, the Company Entities occurs, or if the Company becomes aware of any information, party that causes any discovers such information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof notify the other party, and shall promptly file an appropriate amendment or supplement describing such information shall be filed with the SEC andand to the extent required by applicable Law, if appropriate, mail such amendment or supplement disseminated to the stockholders of the Company. If any event relating to Parent or Merger Sub occursExcept as Section 5.02 expressly permits, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform include the recommendation of the Board of Directors of the Company thereof that the stockholders adopt the agreement of merger set forth in this Agreement. The Company shall give Parent reasonable opportunity to review and comment upon the Preliminary Proxy Statement, the Proxy Statement and any amendment or supplement thereon and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement give due consideration to the stockholders any of the CompanyParent’s comments thereto.

Proxy Statement. (a) As promptly soon as reasonably practicable following the date of this Agreement (but in no event later than ten Business Days from the date of this Agreement), the Company shall shall, in consultation with Parent, prepare and file with the SEC in preliminary form a proxy statement, letter to stockholders, notice of meeting, form of proxy and related schedules and materials (together with any amendments thereof or supplements thereto, the “Proxy Statement”) relating to the meeting of the Company’s shareholders held for the purpose of approving and adopting this Agreement and the Transactions, including the Merger (the “Company Shareholders Meeting”). Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy Statement, and each such information, at the date the Proxy Statement is first mailed to the Company’s shareholders and at the time of the Company and Parent shallShareholders Meeting, will not contain any untrue statement of a material fact or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are omit to state any material fact required to be filed stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall use its reasonable best efforts to respond to all SEC comments with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof and file all necessary amendments thereto in connection with such SEC comments. The Company shall promptly notify Parent and Merger Sub of the receipt of any comments from the SEC (or the staff of the SEC) with respect to the Proxy Statement and any request by such party the SEC (or the staff of the SEC) for any amendment to the Proxy Statement or for additional information and shall consult with Parent regarding, and provide Parent 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. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto), responding to any comments of the SEC (or the staff of the SEC) with respect thereto, or disseminating any other materials used in connection with the Transactions contemplated hereby. The Company Shareholders Meeting that (i) constitute “proxy materials” or “solicitation materials” as those terms are used in Rules 14a-1 through 14a-17 promulgated under the Exchange Act or (ii) are otherwise used for the “solicitation” of “proxies” as those terms are defined in Rule 14a-1 promulgated under the Exchange Act, the Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment to propose comments on such document or response and the Company shall give reasonable and good faith consideration to all such comments, but, for the avoidance of doubt, the Company shall not be obligated to incorporate any such comments, unless such comments are necessary to cause such documents to comply with the terms of this Agreement. The Company shall as promptly as practicable (but, subject to setting a record date pursuant to Section 6.3, in no event later than five (5) Business Days) after the date on which the SEC (or the staff of the SEC) confirms that it will not review or has no further comments on the Proxy Statement, commence mailing to the Record Holders the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by proxy materials for the Company or its counsel Shareholders Meeting, with such mailing to be completed within ten (10) Business Days after receipt of such confirmation from the SEC (or its the staff with respect to of the Proxy Statement or any amendment or supplement theretoSEC), and shall respond as promptly as practicable subject to any such comments. The Company shall use its commercially reasonable best efforts additional time required in connection with setting a record date pursuant to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanySection 6.3.

Proxy Statement. As promptly as practicable following (and within 15 Business Days after the date of this Agreement, if practicable), the Company shall prepare and file cause to be filed with the SEC the Proxy Statement. Parent shall provide, as promptly as reasonably practicable, such information regarding Parent and each of Acquisition Sub as is required and is reasonably requested by the Company for inclusion in the Proxy Statement. Other than with respect to an Adverse Recommendation Change and Parent shalldisclosures relating thereto, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate reasonably consider all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by ParentLegal Requirements. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its legal counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts Subject to have compliance with applicable Legal Requirements, the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of of: (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or Statement; and (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities Acquired Companies occurs, or if the Company becomes aware of any information, that causes any information provided by it for use should be disclosed in an amendment or supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.

Proxy Statement. As promptly as practicable following the date of this Agreement, the Company shall prepare and file with the SEC the preliminary Proxy Statement, and in any event the Company shall use its reasonable best efforts to file the Proxy Statement with the SEC within twenty (20) business days after the date of this Agreement. The Company and Parent will cooperate and consult with each other in preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company and Parent shall, shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Parent shall cause their respective Affiliates to, prepare anduse its reasonable best efforts, after consultation with each the other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The comments of the SEC with respect to the Proxy Statement and the Company shall use its commercially reasonable best efforts to have cause the definitive Proxy Statement to be cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be and mailed to the Company’s stockholders as promptly as reasonably practicable after following clearance from the earlier SEC. The Company shall promptly notify Parent upon the receipt of (i) receiving notification that any comments from the SEC or its staff is not reviewing or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or (ii) and shall promptly provide Parent with copies of all correspondence between the conclusion of any Company and its Representatives, on the one hand, and the SEC or staff review of and its staff, on the other hand, relating to the Proxy Statement. If at any event time prior to the Stockholders Meeting, any information relating to the Company or Parent and Merger Sub or any of their respective affiliates, officers or directors, should be discovered by the Company Entities occursor Parent which should be set forth in an amendment or supplement to the Proxy Statement, or if the Company becomes aware of any information, so that causes any information provided by it for use in the Proxy Statement shall not contain any untrue statement of a material fact or omit to have become false or misleading in state any material respectfact required to be stated therein or necessary in order to make the statements therein, then in light of the Company circumstances under which they are made, not misleading, the party which discovers such information shall promptly inform Parent thereof notify the other parties, and shall promptly file an appropriate amendment or supplement describing such information shall be filed with the SEC as soon as reasonably practicable and, if appropriateto the extent required by applicable Law, mail such amendment or supplement disseminated to the stockholders of the Company. If any event relating Notwithstanding anything to Parent the contrary stated above, prior to filing or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in mailing the Proxy Statement (or any amendment or supplement thereto) or responding to have become false or misleading in any material respectcomments of the SEC with respect thereto, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment provide Parent a reasonable opportunity to review and comment on such document or supplement response, and to the extent practicable and related to matters involving Parent, the Company will provide Parent with the SEC and, if appropriate, mail such amendment or supplement opportunity to the stockholders of participate in any substantive calls between the Company, or any of its Representatives, and the SEC concerning the Proxy Statement.

Proxy Statement. (a) As promptly soon as reasonably practicable following after the date of this Agreement, the Company shall will prepare and file with the SEC the Proxy Statement, and each which shall comply with all of the Company requirements of the Exchange Act and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with Securities Act (and the Transactions contemplated herebyrules and regulations thereunder) applicable thereto. The Company shall consult mail the Proxy Statement to the holders of Company Common Stock in advance of the Company Meeting. Except to the extent that the board of directors of the Company shall have effected a Company Change of Recommendation as permitted by this Agreement, the Proxy Statement shall include the Company Board Recommendation. Subject to a Company Change of Recommendation as permitted by this Agreement, the Company shall use reasonable best efforts to: (i) solicit from the holders of Company Common Stock proxies in favor of the adoption of this Agreement and approval of the Merger; and (ii) take all other actions necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law. The Company shall keep BancShares, FCB, and Merger Sub updated with Parent respect to proxy solicitation results as requested by BancShares, FCB, or Merger Sub. Once the Company Meeting has been called and provide Parent noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of BancShares (other than: (A) in order to obtain a quorum of its shareholders; or (B) to allow reasonable additional time after the filing and mailing of any supplemental or amended disclosures to the Proxy Statement for compliance with applicable legal requirements). The Company shall have responsibility for preparing and filing the Proxy Statement, provided that the Company shall afford BancShares and its counsel legal, financial, and accounting advisors a reasonable opportunity to review and comment provide comments on (i) the Proxy Statement before it is filed with the SEC and (ii) all amendments and supplements to the Proxy Statement and any amendments or supplements thereto (all responses to requests for additional information and replies to review and comment on any comments of the SEC or its staff on relating to the Proxy Statement before the same are filed with or any amendments submitted to the SEC. The Company, to the extent permitted by Law, shall deliver to BancShares copies of all material filings, correspondence, orders, and documents with, to, or supplements thereto)from Governmental Entities, and shall incorporate all reasonable comments and requests made by Parent, prior promptly relay to the filing thereof. The Company shall cause other Parties the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description substance of any comments received by the Company material oral communications with, to, or its counsel from the SEC Governmental Entities, in each case pertaining or its staff with respect relating to the Proxy Statement or any amendment documents or supplement materials related thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.

Proxy Statement. As promptly soon as reasonably practicable following the date of this AgreementAgreement Date (but in any event within ten Business Days), the Company shall prepare prepare, and the Company shall file with the SEC SEC, the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel Acquiror a reasonable advance opportunity to review and comment on upon, and shall consider in good faith the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments views of the SEC or its staff on Acquiror with respect to, the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests no filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, the Company without Acquiror’s prior to the filing thereofwritten consent (which shall not be unreasonably withheld). The Company shall cause will promptly advise Acquiror of the time when the definitive form of the Proxy Statement has been filed with the SEC or any supplement or amendment has been filed, the issuance of any stop order, or any oral or written request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and will promptly provide Acquiror with copies of any written communication from the SEC or any state securities commission. The Company will respond in good faith to comply with all applicable rules and regulations any comments of the SEC and all other applicable Laws will provide Acquiror the opportunity to review and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of comment on any comments received response prepared by the Company or its counsel from to any comments of the SEC prior to the submission thereof. Notwithstanding the foregoing, in the event of a Change of Recommendation effected by the Company Board in accordance with Section 5.2, the Company shall not be obligated to consider in good faith or its staff with respect include any comments from Acquiror on any disclosures made by the Company in any amendment or supplement to the Proxy Statement with respect to such Change of Recommendation or any amendment or supplement thereto, and shall respond as promptly as practicable the circumstances related to any such commentsChange of Recommendation. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall will cause the Proxy Statement to be mailed to the Company’s stockholders Company Stockholders as promptly soon as reasonably practicable (and in any event within two Business Days) after the earlier filing of (i) receiving notification that the SEC or its staff is not reviewing the definitive Proxy Statement with the SEC. If at any time prior to the Effective Time any event or (ii) information relating to the conclusion Company, or any of any SEC its Affiliates, officers or staff review of directors, should be discovered by, or notified to, the Company which should be set forth in an amendment or supplement to the Proxy Statement. If , so that such document would not include any event relating misstatement of a material fact or omit to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in state any material respectfact necessary to make the statements therein not misleading, then the Company shall promptly inform Parent thereof notify Acquiror and shall promptly file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating extent required by Applicable Law, disseminated to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyStockholders.

Proxy Statement. As promptly soon as reasonably practicable following the date of this AgreementAgreement Date, the Company shall prepare and file with the SEC the Proxy Statement. Acquiror will promptly provide the Company with any information with respect to Acquiror which is reasonably requested by the Company for inclusion in the Proxy Statement, or in any amendments or supplements thereto, and each cause the counsel and auditors of Acquiror to cooperate with the Company’s counsel and auditors in the preparation and filing of the Company and Parent shallProxy Statement. No filing of, or shall cause their respective Affiliates amendment or supplement to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to Proxy Statement will be filed made by such party in connection with the Transactions contemplated hereby. The Company without Acquiror’s prior written consent (which shall consult with Parent not be unreasonably withheld or delayed) and provide Parent and its counsel a without providing Acquiror the reasonable opportunity to review and comment on thereon. The Company will promptly advise Acquiror, of the time when the definitive form of the Proxy Statement has been filed with the SEC or any supplement or amendment has been filed, the issuance of any stop order, or any oral or written request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and will promptly provide Acquiror with copies of any amendments written communication from the SEC or supplements thereto (and any state securities commission. The Company will respond in good faith to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall will cause the Proxy Statement to be mailed to its stockholders as soon as reasonably practicable. If at any time prior to the Effective Time any event or information (including any Change of Recommendation) relating to the Company’s stockholders as promptly as practicable after , or any of its Affiliates, executive officers or directors, should be discovered by Acquiror or the earlier of (i) receiving notification that the SEC Company which should be set forth in an amendment or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of supplement to the Proxy Statement. If , so that such document would not include any event relating misstatement of a material fact or omit to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in state any material respectfact necessary to make the statements therein not misleading, then the Company party which discovers such information shall promptly inform Parent thereof notify the other parties hereto and shall promptly file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, if appropriateto the extent required by law, mail such amendment or supplement disseminated to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.

Proxy Statement. (a) As promptly soon as reasonably practicable following the date of this AgreementAgreement (and in any event no later than twenty (20) business days following the date hereof), the Company shall shall, with the assistance of Parent, prepare and file with the SEC the Proxy Statement. Parent, Merger Sub and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation will cooperate with each other, file with other in the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on preparation of the Proxy Statement and any amendments or supplements thereto (and Parent and its counsel shall be given a reasonable opportunity to review and comment on any comments of the SEC or its staff on the such Proxy Statement or and any amendments amendment or supplements thereto), which comments shall be reasonably considered in good faith by the Company. Without limiting the generality of the foregoing, each of Parent and shall incorporate all reasonable comments and requests made by Parent, prior Merger Sub will furnish to the filing thereof. The Company shall cause the Proxy Statement information relating to comply with all applicable it required by the Exchange Act and the rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred promulgated thereunder to be set forth in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentsStatement. The Company shall use its commercially reasonable best efforts to have resolve all SEC comments with respect to the Proxy Statement cleared by the SEC as promptly as reasonably practicable Statement, after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders consultation with Parent (and reasonable consideration in good faith of any comments of Parent and its counsel), as promptly as practicable after the earlier receipt thereof. Each of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of Parent, Merger Sub and the Company Entities occurs, or if the Company becomes aware of any information, that causes agrees to correct any information provided by it for use in the Proxy Statement to which shall have become false or misleading misleading. The Company shall as soon as reasonably practicable (i) notify Parent of the receipt of any comments (whether written or oral) from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent with copies of all written correspondence between the Company and its employees and other authorized Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, and shall promptly inform Parent of any such correspondence conducted orally. If at any time prior to the Stockholders Meeting, any event should occur which is required by applicable Law to be set forth in any material respectan amendment of, then or a supplement to, the Proxy Statement, Parent, Merger Sub and the Company shall promptly inform Parent thereof and shall promptly as practicable cooperate to prepare, file an appropriate amendment or supplement with the SEC and, if appropriate, mail to stockholders such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companysupplement.

Proxy Statement. As (a) If approval of the Company Stockholders is required by Massachusetts Law in order to consummate the Merger, as soon as practicable following the Appointment Time, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders in connection with the Merger and the Company Stockholders’ Meeting. The Company and Parent, as the case may be, shall furnish all information concerning the Company or Parent as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to Applicable Law, the Company shall use commercially reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the date of this Agreementfiling thereof with the SEC. No filing of, the Company shall prepare and file or amendment or supplement to, or correspondence with the SEC or its staff with respect to, the Proxy Statement, and each of Statement shall be made by the Company and without providing Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and thereon. The Company shall promptly advise Parent after it receives notice of any amendments or supplements thereto (and to review and comment on any comments of request by the SEC or its staff on for an amendment or revisions to the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company or Parent, or any of their respective directors, officers or Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any amendments 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 party or supplements thereto)parties hereto, as the case may be, and shall incorporate all reasonable comments and requests made by Parent, prior an appropriate amendment or supplement to the filing thereofProxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. The Company and Parent shall cause the Proxy Statement to comply as to form and substance in all material respects with all the applicable requirements of the Exchange Act and any applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyNASDAQ.

Proxy Statement. As promptly The Company and the Buyers shall furnish to each other all information concerning such Person or such Person's business that is required for the Proxy Statement. The Company shall, as soon as practicable following after the date of this Agreementhereof, the Company shall prepare and file (after providing the Buyers with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on thereon) the Proxy Statement with the SEC and any amendments or supplements thereto (and shall use its reasonable best efforts to review and comment on respond to any comments of the SEC or its staff on (after providing the Buyers with a reasonable opportunity to review and comment thereon); provided, however, that in no event shall the Company file the preliminary Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and any later than twenty (20) days following the date of this Agreement (unless the Buyers shall directly or indirectly incorporate have failed to cooperate with the fairness option referred to in preparation thereof as contemplated by this Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed4(b)). The Company shall cause the Proxy Statement to be mailed to the Company’s 's stockholders as promptly as practicable practicable, but in any event no later than five (5) Business Days after responding to all such comments to the earlier satisfaction of (i) receiving notification that the staff of the SEC. The Company shall notify the Buyers promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or its staff is not reviewing supplements to the Proxy Statement or for additional information and shall supply the Buyers with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or any Approval Matter. The Company will cause the Proxy Statement to comply in all material respects with the applicable provisions of the 1934 Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (ii) including any requirement to amend or supplement the conclusion of any SEC or staff review Proxy Statement). The Buyers shall cooperate with the Company in the preparation of the Proxy Statement, and without limiting the generality of the foregoing, the Company and the Buyers shall promptly furnish to the other such information relating to it and its affiliates and the Approval Matters and such further and supplemental information as may be reasonably requested by the other party and shall promptly notify the other party of any change in such information. If at any time prior to the Special Meeting there shall occur any event relating that should be set forth in an amendment or supplement to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respectStatement, then the Company shall promptly inform Parent thereof prepare and shall promptly file mail to its stockholders such an appropriate amendment or supplement with the SEC andsupplement; provided, if appropriatehowever, mail that no such amendment or supplement to the stockholders Proxy Statement will be made by the Company without providing the Buyers the reasonable opportunity to review and comment thereon and without the approval of the CompanyBuyers, which approval shall not be unreasonably withheld. If any event The Company and its counsel shall use reasonable efforts to permit the Buyers and its counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to Parent the Proxy Statement, this Agreement or Merger Sub occursthe Approval Matters; provided, or if Parent becomes aware of any informationhowever, that causes any information provided in the event that such participation by it for use the Buyers does not take place, the Company shall promptly inform the Buyers of the content of all such communications and the participants involved therein that specifically relate to the Proxy Statement, this Agreement or the Approval Matters. The Company agrees to include in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders recommendation of the Company's Board of Directors.

Proxy Statement. As promptly as is reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC a proxy statement (together with any amendments thereof or supplements thereto, the “Proxy Statement”) relating to the adoption of this Agreement by the holders of the Company Common Stock at the Company Stockholders Meeting. The Company shall as promptly as is reasonably practicable notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement, and each of the Company shall as promptly as is reasonably practicable provide Parent with copies of all material 50 correspondence between the Company or its Representatives and Parent shall, the SEC and its staff relating to the Proxy Statement or shall cause their respective Affiliates to, prepare and, after consultation with each other, file the transactions contemplated hereby. Prior to filing the Proxy Statement with the SEC all Other Filings that are required or responding to be filed by such party in connection any comments of the SEC with respect thereto, the Transactions contemplated hereby. The Company shall consult with (a) give Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement such document or response and any amendments (b) include in such document or supplements thereto (and to review and comment on any response comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested reasonably proposed by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have cause the Proxy Statement cleared by to be disseminated to the SEC holders of the Company Common Stock as promptly as reasonably practicable after it is filedthe text of the Proxy Statement has been adjusted to satisfactorily address any comments raised by the SEC. The Company shall cause the Proxy Statement and Parent each agree to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes correct any information provided by it for use in the Proxy Statement to that shall have become false or misleading in any material respect, then misleading. Parent will furnish (or cause to be furnished) to the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event information relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use and its Affiliates to be set forth in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform and otherwise cooperate with the Company thereof and in the preparation of the Proxy Statement. Except as expressly permitted by Section 6.02(d), the Company shall promptly file an appropriate amendment or supplement with include in the SEC and, if appropriate, mail such amendment or supplement Proxy Statement the recommendation of the Company Board that the holders of the Company Common Stock vote in favor of the adoption of this Agreement. In the event that subsequent to the stockholders date of this Agreement, the Company Board effects a Change of Recommendation as permitted by this Agreement, the Company nevertheless shall continue to solicit proxies and submit this Agreement to the holders of the CompanyCompany Common Stock for adoption at the Company Stockholders Meeting unless this Agreement shall have been terminated in accordance with its terms. The Company shall ensure that the Proxy Statement complies in all material respects with applicable Laws.

Proxy Statement. As promptly as reasonably practicable following after the date execution of this Agreement, and not later than 30 calendar days after the Company date hereof, the Company, in cooperation with the Parent, shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity respond to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company and shall cause the Proxy Statement to be mailed to its shareholders on or prior to the Company’s stockholders as promptly as practicable fifth business day after the earlier resolution of (i) receiving notification any such comments or, if the SEC staff informs the Company that it does not intend to review the Proxy Statement, on or prior to the fifth business day following such tenth calendar day. The Company shall notify the Parent promptly upon the receipt of any comments from the SEC or its staff is not reviewing 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 and shall supply the Parent with copies of all correspondence between the Company or (ii) any of its representatives, on the conclusion of any one hand, and the SEC or its staff review of or any other government officials, on the other hand, with respect to the Proxy Statement. If The Company shall use reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of Law (it being understood that the Company shall not be responsible for any event relating to information furnished solely by the Parent or any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it its Affiliates for use in any such documents). Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement to have become false (or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with thereto) or responding to any comments of the SEC andwith respect thereto, if appropriate, mail the Company (i) shall provide the Parent a reasonable opportunity to review and comment on such document or response and (ii) shall consider in good faith all comments reasonably proposed by the Parent. Whenever any event occurs which is required to be set forth in an amendment or supplement to the stockholders of Proxy Statement, the Parent or the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any informationas the case may be, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof other of such occurrence and the Company shall promptly file an appropriate amendment or supplement cooperate in filing with the SEC andor its staff or any other government officials, if appropriateand/or mailing to shareholders of the Company, mail such amendment or supplement to supplement. The Parent shall cooperate with the stockholders of Company and promptly provide the CompanyCompany with any information it reasonably requests so that the Company may fulfill its obligations under this Section 6.2.

Proxy Statement. As promptly The Company shall, subject to Parent’s compliance with its obligations under this Section 6.1, as soon as practicable following the date of this AgreementAgreement and in any event within fifteen (15) business days, the Company shall prepare and file with the SEC the Proxy StatementStatement in preliminary form, and each the Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation SEC with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebyrespect thereto. The Company shall consult notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with Parent copies of all written 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. If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto), the Company shall provide Parent Parent, Sub and its their counsel a reasonable opportunity to review and comment on such document and shall give due consideration to all reasonable additions, deletions, or changes suggested thereto by Parent, Sub and their counsel. Parent shall furnish to the Company all information concerning Parent and Sub as may be reasonably requested by the Company in connection with the Proxy Statement, 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, and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and any amendments or supplements thereto (and to review and comment on any the resolution of comments of from the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofSEC. The Company shall cause establish a record date for the Company Stockholders Meeting, commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith and thereafter mail the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable after being informed by the earlier of (i) receiving notification SEC staff that the SEC or its staff is not reviewing will have no further comments on the document. Subject to the terms and conditions of this Agreement, the Proxy Statement or (ii) shall contain the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any recommendation of the Company Entities occurs, or if the Company becomes aware Board of any information, that causes any information provided by it for use Directors in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders favor of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware adoption of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companythis Agreement.

Proxy Statement. As promptly as practicable (a) Promptly following the date of this Agreementhereof, and in no event later than thirty (30) days after the date hereof, the Company shall prepare and file with the SEC the preliminary Proxy Statement, which shall, subject to Section 5.3, include the Company Board Recommendation, and each thereafter shall use reasonable best efforts to respond promptly to any comments by the SEC staff in respect of the Company Proxy Statement. Each of the Company, on the one hand, and Parent shalland Merger Sub, or shall cause their respective Affiliates toon the other hand, prepare andwill furnish all information concerning it and its Affiliates, after consultation with each otherif applicable, file with as the SEC all Other Filings that are required to be filed by such other party may reasonably request in connection with the Transactions contemplated herebypreparation and filing with the SEC of the Proxy Statement. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will use its reasonable best efforts to have the preliminary Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing and the Company shall consult with Parent and provide Parent and use its counsel a reasonable opportunity best efforts to review and comment on cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable, and in no event later than five (5) Business Days, after the Company learns that the preliminary Proxy Statement will not be reviewed or that the SEC staff has no further comments thereon. Prior to filing or mailing the definitive Proxy Statement or filing any amendments other required documents (or supplements thereto (and in each case, any amendment or supplement thereto) or responding to review and comment on any comments of the SEC or its staff with respect thereto, the Company shall provide Parent with an opportunity to review and comment on such documents or responses and shall give good faith consideration to any comments made by Parent and its counsel. The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or any amendments or supplements thereto), for additional information and shall incorporate will supply Parent with copies of all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by correspondence between the Company or its counsel from and the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyContemplated Transactions.

Proxy Statement. As promptly soon as practicable following the date and in any event no later than thirty (30) days after execution of this Agreement, the Company Nextera shall prepare and file the Proxy Statement with the SEC under the Exchange Act. Nextera will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Buyer and Nextera shall cooperate with each other in the preparation of the Proxy Statement, and each Nextera shall notify Buyer of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Buyer promptly copies of all Other Filings that are required to be filed by such party in connection with correspondence between Nextera or any representative of Nextera or Sellers and the Transactions contemplated herebySEC. The Company Nextera shall consult with Parent and provide Parent give Buyer and its counsel a reasonable the opportunity to review and comment on the Proxy Statement and any amendments other documents filed with the SEC or supplements thereto (mailed to the Nextera Stockholders prior to their being filed with, or sent to, the SEC or mailed to such Nextera Stockholders and shall give Buyer and its counsel the opportunity to review and comment on any comments of the SEC or its staff on the Proxy Statement or any all amendments or and supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement and any other documents filed with, or any amendment sent to, the SEC or supplement theretomailed to the Nextera Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to the Nextera Stockholders. Each of Sellers, Nextera and shall respond as promptly as practicable Buyer agrees to any such comments. The Company shall use its commercially reasonable best efforts efforts, after consultation with the other Parties hereto, to have the Proxy Statement cleared respond promptly to all such comments of and requests by the SEC as promptly as reasonably practicable after it is filedSEC. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as As promptly as practicable after the earlier of (i) receiving notification that Proxy Statement has been cleared by the SEC or its staff is not reviewing SEC, Nextera shall mail the Proxy Statement or (ii) to the conclusion Nextera Stockholders. Each of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occursSellers, or if the Company becomes aware of any information, that causes Nextera and Buyer promptly shall correct any information provided by it for use and used in the Proxy Statement to that shall have become false or misleading in any material respect, then the Company and Nextera shall promptly inform Parent thereof and shall promptly take all steps necessary to file an appropriate amendment or supplement with the SEC and, if appropriate, mail such and have cleared by the SEC any amendment or supplement to the stockholders of Proxy Statement so as to correct the Company. If any event relating same and to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in cause the Proxy Statement as so corrected to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement be disseminated to the stockholders of Nextera Stockholders, in each case to the Companyextent required by applicable law.

Proxy Statement. As promptly as reasonably practicable following after the execution of this Agreement, and in any event not later than 30 calendar days from the date of this AgreementAgreement (unless otherwise requested by Parent), the Company Company, in consultation with Parent, shall prepare and file a preliminary Proxy Statement with the SEC. As promptly as reasonably practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments to, and the definitive, Proxy Statement with the SEC. The Company will notify Parent promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Proxy Statement, and each shall promptly provide to Parent copies of such comments and other correspondence from the SEC or its staff. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly inform Parent of such occurrence and Parent shall, or shall cause their respective Affiliates to, prepare and, after in consultation with each otherParent, file with the SEC all Other Filings that are required or its staff, and/or mail to be filed by stockholders of the Company, such party in connection with the Transactions contemplated herebyamendment or supplement. The Company shall consult with Parent and provide Parent (and its counsel counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and any all subsequent forms or versions of or amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to filing such with the filing thereofSEC. The Company shall cause take into good faith consideration all of Parent’s reasonable comments to each version of, or amendment or supplement to, the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by ParentStatement. The Company shall promptly will provide Parent and its counsel with a copy or a description of any comments received by all such filings made with the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentsSEC. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as will promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the definitive Proxy Statement is filed with the SEC. Subject to Section 6.5(e), the Proxy Statement shall contain the unqualified recommendation of the Company’s Board of Directors that the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review vote in favor of the Proxy Statement. If any event relating to any approval and adoption of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof this Agreement and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyMerger.

Proxy Statement. As promptly as practicable following the date execution of this Agreement, the Company Borrower shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required a proxy statement to be filed by such party sent to the shareholders of Borrower in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity Shareholders’ Meeting (such proxy statement together with, as the context dictates, any ancillary documents to review and comment on be sent to such shareholders, each as amended or supplemented, being referred to herein as the “Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements theretoStatement”), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedpracticable. The Company Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act. Lender and Borrower shall cooperate with each other in the preparation of the Proxy Statement, and Borrower shall promptly notify Lender of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Lender promptly copies of all correspondence between Borrower or any representative of Borrower and the SEC with respect thereto. Borrower shall give Lender and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to such documents being filed with the SEC or disseminated to holders of shares of Borrower Common Shares and shall give Borrower and its counsel a reasonable opportunity to review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of Borrower and Lender agree to use its reasonable best efforts, after consultation with the other Parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the Company’s stockholders holders of shares of Borrower Common Shares entitled to vote at the Shareholders’ Meeting at the earliest reasonably practicable time. If at any time prior to the Shareholders’ Meeting any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Proxy Statement so that such document 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 that discovers such information shall promptly notify the other Parties hereto and Borrower shall prepare and file with the SEC such amendment or supplement as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriateto the extent required by Law, mail cause such amendment or supplement to be disseminated to the stockholders shareholders of Borrower. The Proxy Statement shall state that the Borrower’s Board of Directors has, through the specified vote, approved the adoption of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement First Amendment to the stockholders Articles of Incorporation and include the CompanyBorrower Recommendation.

Proxy Statement. As promptly as reasonably practicable following the date of this Agreementhereof, the Company shall prepare and file cause to be filed with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate reasonably consider all reasonable comments and requests made by Parent, prior to the filing thereof. The Each of the Company and Parent shall use its reasonable best efforts to cause the Proxy Statement to comply in all material respects with all the applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by ParentLegal Requirements. The Company shall promptly provide Parent and its legal counsel with a copy or a description of any comments received by the Company or its legal counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of of: (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement Statement; or (ii) the conclusion receiving notification of final resolution of any comments received from the SEC or its staff review of concerning the Proxy Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to cause the Proxy Statement to be mailed to the Company’s stockholders, prior to the later of (A) the termination of the Go-Shop Period or (B) the time as of which no Acquisition Proposal from an Excluded Party is pending which constitutes, or is reasonably likely to constitute, a Superior Offer. If any event relating to any of the Company Entities Acquired Corporations occurs, or if the Company becomes aware of any information, that causes any information provided by it for use should be disclosed in an amendment or supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.

Proxy Statement. As promptly as practicable following The proxy statement and any amendment thereof or supplement thereto, to be sent to the date shareholders of this Agreement, the Company shall in connection with the Merger (the “Proxy Statement”) will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. The Company will prepare and file with the SEC SEC, as promptly as is reasonably practicable (but in any event not later than 30 days) after the date hereof (but in no event later than 30 days after the date hereof), the Proxy Statement, and each Statement in a form that complies in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Parent and the Merger Sub shall furnish to the Company and Parent shallall information requested concerning itself which is reasonably required or customary for inclusion in the Proxy Statement including, or shall cause their respective Affiliates towithout limitation, prepare and, after consultation with each other, file with the SEC all Other Filings that are required form of charter for the Surviving Corporation to be filed by such party in connection with attached to the Transactions contemplated herebyArticles of Merger. The Company shall consult with and the Parent and provide Parent and its counsel a reasonable opportunity each agrees to review and comment respond as promptly as is practicable to any comments of the SEC on the Proxy Statement and any amendments or supplements thereto (and the Company agrees to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause mail the Proxy Statement to comply with holders of Company Common Stock promptly after the Company learns that the Proxy Statement will not be reviewed or that the SEC staff has no further comments thereon. The information provided by any party hereto for use in or incorporation by reference in the Proxy Statement shall be true and correct in all applicable rules and regulations material respects, at the dates mailed to shareholders of the SEC Company and all other applicable Laws and shall directly or indirectly incorporate at the fairness option referred to time of the Company Meeting (as defined in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description 7.4), without omission of any comments received material fact which is required to make such information not false or misleading. No representation, covenant or agreement is made by the Company or its counsel from the SEC or its staff any party hereto with respect to the Proxy Statement or information supplied in writing by any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of other party specifically for inclusion in the Proxy Statement. If at any event time prior to the Effective Time any information relating to the Company, the Parent or the Merger Sub, or any of their respective Affiliates, officers or directors, should be discovered by the Company Entities occursCompany, the Parent or if the Company becomes aware of any informationMerger Sub which should be set forth in an amendment or supplement to the Proxy Statement, so that causes any information provided by it for use in the Proxy Statement would not include any misstatement of a material fact or omit to have become false or misleading in state any material respectfact necessary to make the statements therein, then in light of the Company circumstances under which they were made, not misleading, the party which discovers such information shall promptly inform Parent thereof notify the other parties hereto and shall promptly file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occursextent required by Law, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement disseminated to the stockholders shareholders of the Company.

Proxy Statement. As promptly as practicable following the date of this Agreement, the The Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply in preliminary form with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after the date of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it is filedor any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will 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. The Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and the Company shall cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification date the SEC staff advises that it has no further comments thereon or that the SEC Company may commence mailing the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or its staff is not reviewing advisable in connection with the Proxy Statement or (ii) any other statement, filing, notice or application made by or on behalf of Parent, the conclusion Company or any of any SEC or staff review of the Proxy Statement. If any event relating their respective Subsidiaries to any of the Company Entities occurs, or if the Company becomes aware of third party and/or any information, that causes any information provided by it for use Governmental Entity in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement connection with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companytransactions contemplated by this Agreement.

Proxy Statement. As promptly as reasonably practicable following after the date execution of this Agreement, the Company shall Company, in consultation with Parent, will prepare and file with the SEC preliminary proxy materials that will constitute the Proxy Statement. The Proxy Statement shall include the notice to stockholders required by Section 262(d)(1) of Delaware Law that appraisal rights will be available. As promptly as reasonably practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments to, and the definitive, Proxy Statement with the SEC. The Company will notify Parent promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, and each of the Company will promptly inform Parent of such occurrence and Parent shallwill, or shall cause their respective Affiliates to, prepare and, after in consultation with each otherParent, file with the SEC all Other Filings that are required or its staff, and/or mail to be filed by stockholders of the Company, such party in connection with the Transactions contemplated herebyamendment or supplement. The Company shall consult with Parent and provide Parent (and its counsel counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and any amendments amendment or supplements supplement thereto (and prior to review and comment on any comments of filing such with the SEC or its staff on the Proxy Statement or any amendments or supplements thereto)SEC, and shall incorporate will provide Parent with a copy of all reasonable comments and requests such filings made by Parent, prior to with the filing thereofSEC. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall will cause the Proxy Statement to be mailed to its stockholders at the Company’s stockholders as promptly as earliest practicable time after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the definitive Proxy Statement or (ii) is filed with the conclusion of SEC. Parent shall also use all reasonable efforts to take any SEC or staff review of the Proxy Statement. If any event relating action required to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided be taken by it for use under any applicable securities laws in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement connection with the SEC andconversion of Company Options (other than Non-Employee Options) into options to acquire shares of common stock, if appropriatepar value $0.00067 per share, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs(“Parent Common Stock”), or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement furnish any information concerning the Company and the holders of Company Common Stock and Company Options as may be reasonably requested in connection with the SEC and, if appropriate, mail any such amendment or supplement to the stockholders of the Companyaction.

Proxy Statement. As promptly as reasonably practicable following after the date execution of this Agreement, the Company Company, in consultation with Parent (who shall provide comments, if any, to the Company’s Proxy Statement no later than three Business Days of Parent’s receipt thereof), will prepare and file with the SEC preliminary proxy materials that will constitute the Proxy Statement. The Proxy Statement shall include the notice to stockholders required by Section 262(d)(1) of Delaware Law that appraisal rights will be available. As promptly as reasonably practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments to, and the definitive, Proxy Statement with the SEC. The Company will notify Parent promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, and each of the Company will promptly inform Parent of such occurrence and Parent shallwill, or shall cause their respective Affiliates to, prepare and, after in consultation with each otherParent, file with the SEC all Other Filings that are required or its staff, and/or mail to be filed by stockholders of the Company, such party in connection with the Transactions contemplated herebyamendment or supplement. The Company shall consult with Parent and provide Parent (and its counsel counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and any amendments amendment or supplements supplement thereto prior to filing such with the SEC (and to review and comment on any comments Parent shall provide comments, if any, no later than three Business Days of the SEC or its staff on the Proxy Statement or any amendments or supplements theretoParent’s receipt thereof), and shall incorporate will provide Parent with a copy of all reasonable comments and requests such filings made by Parent, prior to with the filing thereofSEC. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall will cause the Proxy Statement to be mailed to its stockholders at the Company’s stockholders as promptly as earliest practicable time after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the definitive Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement is filed with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanySEC.

Proxy Statement. As promptly soon as reasonably practicable following the date of this Agreement, the Company shall shall, with the assistance of Parent, prepare and file with the SEC a proxy statement (the “Proxy Statement”). Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, and each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required rules and regulations promulgated thereunder to be filed by such party set forth in connection with the Transactions contemplated herebyProxy Statement. The Company shall consult with not file the preliminary Proxy Statement, or any amendment or supplement thereto, without providing Parent and provide Parent and its counsel a reasonable opportunity to review and comment on thereon (which comments shall be reasonably considered by the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements theretoCompany), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement use its reasonable best efforts to comply with resolve all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable after receipt thereof and to any such comments. The Company shall use its commercially reasonable best efforts to have cause the Proxy Statement in definitive form to be cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be and mailed to the Company’s stockholders as promptly as reasonably practicable after following filing with the earlier of (i) receiving notification that SEC. The Company agrees to consult with Parent prior to responding to SEC comments with respect to the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the preliminary Proxy Statement. If any event relating to any Each of Parent, Merger Sub and the Company Entities occurs, or if the Company becomes aware of any information, that causes agree to correct any information provided by it for use in the Proxy Statement to which shall have become false or misleading in any material respect, then the misleading. The Company shall promptly inform as soon as reasonably practicable notify Parent thereof and shall promptly file an appropriate amendment or supplement with of the receipt of any comments from the SEC and, if appropriate, mail such amendment or supplement with respect to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in and any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with request by the SEC and, if appropriate, mail such for any amendment or supplement to the stockholders of the CompanyProxy Statement or for additional information.

Proxy Statement. (a) As promptly soon as reasonably practicable following the date execution of this Agreement, with all reasonable and necessary assistance from Fairfax and Merger Sub, the Company shall prepare and file a proxy statement with the SEC under the Proxy Statement, and each of Exchange Act relating to the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation Stockholders' Meeting (together with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments thereof or supplements thereto, the "Proxy Statement"), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC. The Proxy Statement shall comply in all material respects with all applicable provisions of the Exchange Act, including, without limitation, Rule 14a-9 thereunder. Fairfax, Merger Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Fairfax of the receipt of any comments of the SEC as with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Fairfax promptly as reasonably practicable after it is filedcopies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Fairfax and its counsel reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC, and shall give Fairfax and its counsel reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. The Company agrees to use its reasonable best efforts, after consultation with Fairfax and Merger Sub, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the Company’s stockholders as promptly as holders of Shares entitled to vote at the Stockholders' Meeting at the earliest practicable after time. Fairfax and Merger Sub shall furnish any information reasonably requested by the earlier of (i) receiving notification that the SEC or its staff Company which is not reviewing necessary to prepare the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement accordance with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companythis Section 6.02(a).

Proxy Statement. As promptly as practicable Promptly following the date of this Agreement, the Company shall prepare the Proxy Statement, and the Company shall prepare and file with the SEC the Proxy StatementForm S-4, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on which the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentswill be included. The Company shall use its commercially reasonable best efforts as promptly as practicable to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company will use its best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s 's stockholders as promptly as practicable after the earlier Form S-4 is declared effective under the Securities Act. The Company shall also take any action required to be taken under any applicable state securities laws in connection with the registration and qualification in connection with the Merger of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any common stock of the Company Entities occurs, or if following the Merger. The information provided by the Company for use in the Form S-4, and to be supplied by Newco in writing specifically for use in the Form S-4, shall, at the time the Form S-4 becomes aware effective and on the date of the Stockholders Meeting referred to above, be true and correct in all material respects and shall not omit to state any informationmaterial fact required to be stated therein or necessary in order to make such information not misleading, that causes and the Company and Newco each agree to correct any information provided by it for use in the Proxy Statement to Form S-4 which shall have become false or misleading in any material respect, then misleading. Newco and the Company shall promptly inform Parent thereof will cooperate with each other in the preparation of the Proxy Statement; without limiting the generality of the foregoing, the Company will immediately notify Newco of the receipt of any comments from the SEC and shall promptly file an appropriate any request by the SEC for any amendment to the Proxy Statement or supplement for additional information. All filings with the SEC andSEC, if appropriateincluding the Proxy Statement and any amendment thereto, mail such amendment or supplement and all mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review, comment and approval of Newco (which approval by Newco shall not be unreasonably withheld). Newco will furnish to the Company. If any event Company the information relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided it required by it for use the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company agrees to use its best efforts, after consultation with the other parties hereto, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof filed by it and cause such Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement be mailed to the Company's stockholders of at the Companyearliest practicable time.

Proxy Statement. As promptly soon as practicable following the date and in any event no later than ten (10) days after execution of this Agreement, the Company shall prepare the preliminary Proxy Statement and file the preliminary Proxy Statement with the SEC under the Exchange Act. The Company shall use all reasonable efforts to have the preliminary Proxy Statement cleared by the SEC. Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, and each the Company shall notify Acquiror of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation promptly provide the Company with each other, file with the SEC all Other Filings that are such information regarding Parent and its Subsidiaries as may be required to be filed by such party included in connection with the Transactions contemplated herebyProxy Statement or as may be reasonably required to respond to any comment of the SEC. The Company shall consult with Parent and provide give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments other documents filed with the SEC or supplements thereto (mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to the Company Stockholders and shall give Parent and its counsel a reasonable opportunity to review and comment on any comments of the SEC or its staff on the Proxy Statement or any all amendments or and supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement and any other documents filed with, or any amendment sent to, the SEC or supplement theretomailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to Company Stockholders. Each of the Company, Parent and shall Acquiror agrees to use all reasonable efforts, after consultation with the other parties hereto, to respond as promptly to all such comments of and requests by the SEC. As promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have after the Proxy Statement has been cleared by the SEC as promptly as reasonably practicable after it is filed. The SEC, the Company shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to the Company’s stockholders Stockholders of record, as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any record date established by the Board of Directors of the Company Entities occursCompany. Each of the Company, or if the Company becomes aware of any information, that causes Parent and Acquiror promptly shall correct any information provided (or omitted) by it for use and used in the Proxy Statement to that shall have become false or misleading in any material respectrespect to ensure that the Proxy Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, then in the light of the circumstances under which they are made, not misleading, and the Company shall promptly inform Parent thereof and shall promptly take all steps necessary to file an appropriate amendment or supplement with the SEC and, if appropriate, mail such and have cleared by the SEC any amendment or supplement to the stockholders of Proxy Statement as to correct the Company. If any event relating same and to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in cause the Proxy Statement as so corrected to have become false or misleading in any material respect, then Parent shall promptly inform be disseminated to the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC andStockholders, if appropriate, mail such amendment or supplement in each case to the stockholders of the Companyextent required by applicable Law.

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, the Company shall prepare and file the Proxy Statement in preliminary form with the SEC (provided, that the Company shall not be required or obligated to file the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file Statement in preliminary form with the SEC all Other Filings that are required prior to, but shall use reasonable best efforts to be filed by such party file the Proxy Statement in connection preliminary form with the Transactions contemplated hereby. The SEC on, the first (1st) Business Day after the No Shop Period Start Date); provided that the Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Company’s proposed preliminary Proxy Statement and any amendments or supplements thereto (other filing under the 1934 Act to the extent such filing describes the transactions contemplated by this Agreement in advance of filing and to review and comment on consider in good faith any comments of the SEC or reasonably proposed by Parent and its staff on counsel. Subject to Section 6.03, the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to include the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations Board Recommendation of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description Board of any comments received by Directors of the Company or its counsel from in favor of approval and adoption of this Agreement and the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentsMerger. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s its stockholders as promptly as practicable after following the earlier earliest to occur of (i) receiving notification that the SEC or its staff is not reviewing clearance of the Proxy Statement or by the SEC, (ii) confirmation in writing by the conclusion SEC that it will not review the Proxy Statement, or (iii) the tenth (10th) calendar day after the filing of any the preliminary Proxy Statement if the SEC fails to notify the Company of its intent to review the Proxy Statement. Each of the Company, Parent and Merger Subsidiary shall furnish all information concerning the Company, Parent and Merger Subsidiary, as applicable, as may be reasonably required or staff review requested by the other party in connection with the preparation and filing of the Proxy Statement. If any event relating to any Each of the Company Entities occursCompany, Parent and Merger Subsidiary shall promptly correct or if the Company becomes aware of any information, that causes supplement any information provided by it for use in the Proxy Statement necessary to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in prevent the Proxy Statement from including any untrue statement of a material fact or omitting to have become false or misleading in state any material respectfact required to be stated therein or necessary to make the statements therein, then Parent shall promptly inform in light of the Company thereof circumstances under which they were made, not misleading, and the Company shall take all steps necessary to amend or supplement the Proxy Statement and to cause the Proxy Statement, as so amended or supplemented, to be filed with the SEC and mailed to its stockholders, in each case as and to the extent required by Applicable Law. The Company shall (a) as promptly file an appropriate as practicable after receipt thereof, provide Parent and its counsel with copies of any written comments, notice or request for additional information, and advise Parent and its counsel of any oral comments, notice or request for additional information, with respect to the Proxy Statement or any other filing under the 1934 Act made in connection with the transactions contemplated by this Agreement (or, in each case, any amendment or supplement thereto) received from the SEC or its staff, (b) provide Parent and its counsel a reasonable opportunity to review and comment on the Company’s proposed response to such comments, notices or requests or on any other written communication with the SEC and, if appropriate, mail such amendment or supplement its staff arising out of or relating to the stockholders of Merger or the CompanyProxy Statement, and (c) consider in good faith any comments reasonably proposed by Parent and its counsel.

Proxy Statement. As (a) Seller will as promptly as practicable following the date execution of this Agreement, the Company shall Agreement prepare and file the Proxy Statement with the SEC and will use all commercially reasonable efforts to respond to the comments of the SEC and to cause the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required Statement to be filed by such party in connection with mailed to Seller's Shareholders at the Transactions contemplated herebyearliest possible time. The Company Seller shall consult with Parent and provide Parent Buyer and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or Statement, including any amendments or supplements thereto), prior to filing with the SEC, and shall incorporate furnish all reasonable information concerning it and the holders of its capital stock as Buyer may reasonably request in connection with such actions. Each party to this Agreement will notify the other parties and the Board of Directors of Seller promptly of the receipt of the comments of the SEC, if any, and requests made of any request by Parent, prior the SEC for amendments or supplements to the filing thereof. The Company shall cause the Proxy Statement to comply or for additional information with respect thereto, and will supply the other parties with copies of all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company correspondence between such party or its counsel from representatives, on the one hand, and the SEC or members of its staff staff, on the other hand, with respect to the Proxy Statement or the purchase and sale of the Assets. If (A) at any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed time prior to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC Shareholders' Meeting, any event should occur relating to Seller which should be set forth in an amendment of, or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of a supplement to, the Proxy Statement. If , Seller will promptly inform Buyer and (B) if at any time prior to the Shareholders' Meeting, any event should occur relating to any of the Company Entities occursBuyer that should be set forth in an amendment of, or if a supplement to, the Company becomes aware of any informationProxy Statement, that causes any information provided by it for use Buyer will promptly inform Seller, and in the Proxy Statement to have become false case of (A) or misleading in any material respect(B) Seller will, then the Company shall upon learning of such event, promptly inform Parent thereof prepare and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriaterequired, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occursSeller's shareholders; provided, or if Parent becomes aware of any informationhowever, that causes any information provided by it for use in the Proxy Statement prior to have become false such filing or misleading in any material respectmailing, then Parent Seller shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement consult with the SEC and, if appropriate, mail Buyer with respect to such amendment or supplement and shall incorporate Buyer's comments thereon to the stockholders of the Companyextent reasonably acceptable to Seller.

Proxy Statement. As promptly as practicable following after the date of this Agreement, the Company shall prepare and file cause to be filed with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a use reasonable opportunity efforts to review and comment on cause the Proxy Statement to comply with the applicable rules and any amendments or supplements thereto (and regulations promulgated by the SEC, to review and comment on respond promptly to any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedsuch filing. The Company shall use reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify Parent of (i) receiving notification that the receipt of any oral or written comments from the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of relating to the Proxy Statement. If The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Whenever any event relating occurs that should be disclosed in an amendment or supplement to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respectStatement, then the Company shall promptly inform Parent thereof of such occurrence and shall promptly file an appropriate cooperate in filing such amendment or supplement with the SEC and, if appropriate, mail in mailing such amendment or supplement to the stockholders of the Company. If any event relating The Company shall cooperate and provide Parent with a reasonable opportunity to Parent or Merger Sub occurs, or if Parent becomes aware review and comment on the draft of any information, that causes any information provided by it for use in the Proxy Statement (including each amendment or supplement thereto) and all responses to have become false requests for additional information by and replies to comments of the SEC, prior to filing such with or misleading in any material respectsending such to the SEC, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement will provide Parent with copies of all such filings made and correspondence with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanySEC.

Proxy Statement. As promptly as practicable following the date Each of this Agreement, the Company and Parent shall cooperate with each other in the preparation of a Proxy Statement in preliminary and definitive form relating to the meeting of the stockholders of the Company, including any amendment or supplement to the Proxy Statement. The Company shall promptly (and in any event no later than on October 19, 2007) prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the preliminary Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedpracticable; provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review and comment on such preliminary Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. The Company shall notify Parent of the receipt of any comments of the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent as promptly as reasonably practicable, copies of all written correspondence (and written summaries of any oral comments) between the Company or any representative of the Company and the SEC with respect to the Proxy Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, the Company shall respond as promptly as reasonably practicable to the comments of the SEC. The Company shall provide Parent and its legal counsel with a reasonable opportunity to review and comment on any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent and Purchaser shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement have been included therein by the Company, the Company shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to the Company’s stockholders (including by electronic delivery if permitted) as promptly as practicable after the earlier reasonably practicable, to its stockholders of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review record, as of the Proxy Statementrecord date established by the Board. If any event relating to any Each of the Company Entities occursparties shall correct promptly, or if the Company becomes aware of any information, that causes any information provided by it for use to be used specifically in the Proxy Statement to Statement, if required, that shall have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof respect and shall promptly take all steps necessary to file an appropriate with the SEC and have cleared by the SEC any amendment or supplement with to the SEC and, if appropriate, mail such amendment or supplement Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement each case to the stockholders of the Companyextent required by applicable Law.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement, the Company Parent shall prepare and file cause to be filed with the SEC, the Proxy Statement. Company shall furnish all information concerning itself, its affiliates and the holders of its capital stock to Parent and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. Parent shall promptly notify Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide Company with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise Company of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall use its reasonable best efforts to respond as promptly as practicable to any comment from the SEC with respect to the Proxy Statement and have such comment cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing (including with respect to the preliminary Proxy Statements), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of the Company (as applicable) and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent cooperate and provide Parent and its counsel the other a reasonable opportunity to review and comment on such document or response (including the Proxy Statement and any amendments proposed final version of such document or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), response) and shall incorporate give due consideration to all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received changes provided by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and other Party. Parent shall respond as promptly as practicable to any such comments. The Company shall also use its commercially reasonable best efforts to have take any other action required to be taken under the Proxy Statement cleared by Securities Act, the SEC as promptly as reasonably practicable after it is filed. The Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the Parent Common Shares in the Merger and Company shall cause the Proxy Statement to furnish all information concerning Company and Company Investors as may be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of reasonably requested in connection with any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companyactions.

Proxy Statement. As If the Short Form Threshold has not been reached, then as promptly as practicable following after (and in any event within ten (10) Business Days following) the date of this AgreementAcceptance Time, the Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult use commercially reasonable efforts: (i) to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify Parent of, cooperate with Parent and with respect to, provide Parent (and its counsel counsel) with a reasonable opportunity to review and comment on, and respond promptly to any comments of the SEC or its staff with respect to the Proxy Statement; and (iii) to provide Parent (and its counsel) with a reasonable opportunity to review and comment on the Proxy Statement Statement, and any amendments amendment or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements supplement thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to filing of any such document with the filing thereofSEC. The Company shall cause the Proxy Statement to comply be filed with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement theretoSEC, and shall respond as promptly as practicable to any such comments. The the Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders stockholders, in each case as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement is cleared by the SEC. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or (ii) the conclusion of reasonably requested in connection with any SEC or staff review of the Proxy Statementaction contemplated by this Section 6.1. If any event relating to any of the Company Entities occurs, either Parent or if the Company becomes aware of any informationinformation that should be disclosed in an amendment or supplement to the Proxy Statement, that causes then such party: (i) shall promptly inform the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any information provided by it for use in amendment or supplement to the Proxy Statement prior to have become false or misleading in any material respect, then it being filed with the Company SEC; (iii) shall promptly inform Parent thereof and shall promptly file an appropriate provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC andSEC; and (iv) shall cooperate, if appropriate, mail in mailing such amendment or supplement to the stockholders of the Company. If any event relating to Parent Company or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyParent.

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, the Company Company, in consultation with Parent, shall prepare and file the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting (as hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”) with the SEC under the Exchange Act. Parent shall provide promptly to the Company such information concerning itself as, in the reasonable judgment of Parent or its counsel, may be required or appropriate for inclusion in the Proxy Statement, and each of or in any amendments or supplements thereto. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company and Parent shall, or shall cause their respective Affiliates in consultation with Parent, prepare and file any required amendments to, prepare andand the definitive, after consultation with each other, file Proxy Statement with the SEC all Other Filings that are required SEC. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as practicable after the definitive Proxy Statement is filed by such party in connection with the Transactions contemplated herebySEC. The Company shall consult notify Parent promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with Parent copies of all correspondence between the Company or any of its representatives, on the one hand, and provide the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to its being filed with the filing thereofSEC and shall give Parent and its counsel reasonable opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, and will provide Parent with a copy of all such filings made with the SEC. The Company shall cause all documents that it is responsible for filing with the Proxy Statement SEC under this Section 5.1 to comply in all material respects with all applicable requirements of law and the rules and regulations of the SEC and all other applicable Laws and shall directly promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect supplement to the Proxy Statement or any amendment or supplement theretoStatement, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly of such occurrence and, in consultation with Parent, file an appropriate amendment or supplement with the SEC andor its staff and/or mail to stockholders of the Company, if appropriate, mail such amendment or supplement. Whenever Parent becomes aware of any event regarding Parent that has occurred which is required to be set forth in an amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occursProxy Statement, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof of such occurrence and shall provide the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement information necessary to enable the stockholders of the CompanyCompany to comply with its obligations pursuant to this paragraph.

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, the Company shall prepare and, once reasonably acceptable to Parent and the Company, file a preliminary Proxy Statement with the SEC under the Exchange Act, and shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC promptly. Parent and the Company shall cooperate with each other in the preparation of the Proxy Statement, and each the Company shall as soon as practicable notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall as soon as practicable provide to Parent copies of all correspondence between the Company or any representative of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebyrespect thereto. The Company shall consult with Parent cause the Proxy Statement and provide all supplements thereto to be mailed to the holders of Company Common Stock entitled to vote at the Company Meeting and any other Person entitled to notice of the Company Meeting as soon as reasonably practicable. The Company shall (a) give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and any amendments supplements thereto, prior to such documents being filed with the SEC or supplements thereto disseminated to holders of shares of Company Common Stock, (b) give Parent and its counsel a reasonable opportunity to review and comment on any all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, (c) include in drafts of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate related correspondence and filings all reasonable comments and requests made reasonably proposed by Parent, prior and (d) to the filing thereofextent practicable, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications with the SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, this Agreement or any of the transactions contemplated by this Agreement. The Each of the Company shall and Parent agrees to use commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws required amendments and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement supplements thereto to be mailed to the Company’s stockholders as promptly as holders of shares of Company Common Stock entitled to vote at the Company Meeting at the earliest practicable after time. Each of Parent and the earlier of (i) receiving notification Company will cause all documents that it is responsible for filing with the SEC or its staff other Governmental Entity under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. If at any time prior to the Company Merger Effective Time any event shall occur, or fact or information shall be discovered, that either the Company or the Buyer Parties reasonably believe is not reviewing the Proxy Statement required to be set forth in an amendment of or (ii) the conclusion of any SEC or staff review of a supplement to the Proxy Statement. If any event relating to any of , the Company Entities occursshall, or if in accordance with the Company becomes aware of any informationprocedures set forth in this Section 6.2, that causes any information provided by it for use in prepare and file with the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate SEC such amendment or supplement with as soon thereafter as is reasonably practicable and to the SEC andextent required by applicable law, if appropriate, mail and cause such amendment or supplement to be distributed to the stockholders holders of the Company. If any event relating Company Common Stock entitled to Parent or Merger Sub occursvote at, or if Parent becomes aware of any informationand all other Persons entitled to receive notice of, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyMeeting.

Proxy Statement. As promptly as practicable following after the date execution of this Agreement, the Company Company, in consultation with Parent, shall prepare and file the Proxy Statement with the SEC under the Exchange Act. Parent and Merger Sub shall provide promptly to the Company such information concerning itself as may be required or appropriate for inclusion in the Proxy Statement, and each of or in any amendments or supplements thereto. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company and Parent shall, or shall cause their respective Affiliates in consultation with Parent, prepare and file any required amendments to, prepare andand the definitive, after consultation with each other, file Proxy Statement with the SEC all Other Filings that are required SEC. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as practicable after the definitive Proxy Statement is filed by such party in connection with the Transactions contemplated herebySEC. The Company shall consult notify Parent promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with Parent copies of all correspondence between the Company or any of its Representatives, on the one hand, and provide the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply its being filed with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide give Parent and its counsel reasonable opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, and will provide Parent with a copy of all such filings made with the SEC. Whenever any event occurs which is required to be set forth in an amendment or a description of any comments received by the Company or its counsel from the SEC or its staff with respect supplement to the Proxy Statement or any amendment or supplement theretoStatement, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly of such occurrence and, in consultation with Parent, file an appropriate amendment or supplement with the SEC and, if appropriate, or its staff and/or mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companysupplement.

Proxy Statement. As (a) If approval of the Company Stockholders is required by Delaware Law in order to consummate the Merger other than pursuant to Section 253 of the DGCL, as soon as practicable following the Appointment Time, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders in connection with the Merger and the Company Stockholders’ Meeting. The Company and Parent, as the case may be, shall furnish all information concerning the Company or Parent as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to all applicable Legal Requirements, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the date of this Agreement, the Company shall prepare and file filing thereof with the SEC the Proxy Statement, and each of the Company and Parent shallSEC. No filing of, or shall cause their respective Affiliates amendment or supplement to, prepare and, after consultation or correspondence with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, shall be made by the Company without providing Parent a reasonable opportunity to review and shall respond as promptly as practicable to any such commentscomment thereon. The Company shall use advise Parent, promptly after it receives notice thereof, of any request by the SEC or its commercially reasonable best efforts staff for an amendment or revisions to have the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company or Parent, or any of their respective directors, officers or Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement cleared by so that the Proxy Statement 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 were made, not misleading, the party which discovers such information shall promptly notify the other party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC as promptly as reasonably practicable after it is filedand, to the extent required by applicable law, disseminated to the stockholders of the Company. The Company shall cause the Proxy Statement to be mailed comply as to form and substance in all material respects with the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review applicable requirements of the Proxy Statement. If any event relating to any Exchange Act and the rules of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyNasdaq Stock Market.

Proxy Statement. As promptly as reasonably practicable following after the date execution of this Agreement, and not later than September 20, 2011, the Company Company, in cooperation with the Parent, shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity respond to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company and shall cause the Proxy Statement to be mailed to its stockholders on or prior to the Company’s stockholders as promptly as practicable third business day after the earlier resolution of (i) receiving notification that any such comments or, if the SEC does not deliver any such comments on or before the tenth calendar day following the filing of the Proxy Statement, on or prior to the third business day following such tenth calendar day. The Company shall notify the Parent promptly upon the receipt of any comments from the SEC or its staff is not reviewing 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 and shall supply the Parent with copies of all correspondence between the Company or (ii) any of its representatives, on the conclusion of one hand, and the SEC, or its staff or any SEC or staff review of other government officials, on the other hand, with respect to the Proxy Statement. If any event relating The Company shall use reasonable best efforts to any cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the Company Entities occursrules and regulations promulgated thereunder. Notwithstanding the foregoing, prior to filing or if the Company becomes aware of any information, that causes any information provided by it for use in mailing the Proxy Statement to have become false (or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with thereto) or responding to any comments of the SEC andwith respect thereto, if appropriatethe Company (i) shall provide the Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by the Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of the Parent, which approval shall not be unreasonably withheld, conditioned or delayed. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Parent or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companysupplement.

Proxy Statement. As (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Acceptance Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the date of this Agreement, the Company shall prepare and file filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, Affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, and each of the Company and Parent shallas so corrected, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file to be filed with the SEC all Other Filings that are and disseminated to the Company Stockholders, in each case as and to the extent required to be filed by such party in connection with the Transactions contemplated herebyapplicable Laws. The Company shall consult with Parent provide Parent, Acquisition Sub and provide Parent and its their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and any amendments or supplements thereto (the Company shall give reasonable and good faith consideration to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofAcquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall cause the Proxy Statement provide in writing to comply with all applicable rules Parent, Acquisition Sub and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its their counsel with a copy or a description of any comments received by or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement theretopromptly after such receipt, and the Company shall respond as promptly as practicable provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier comments of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of including a reasonable opportunity to review and comment on any SEC or staff review of the Proxy Statement. If any event relating such response, to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then which the Company shall promptly inform Parent thereof give reasonable and shall promptly file an appropriate amendment or supplement with the SEC andgood faith consideration to any comments made by Parent, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Acquisition Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companytheir counsel).

Proxy Statement. (a) As promptly soon as practicable (and in any event within 30 Business Days) following the date of this AgreementAgreement Date, the Company shall prepare and file with the SEC in preliminary form the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party Statement for use in connection with the Transactions contemplated herebysolicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company shall consult with Parent and provide Parent and also include the Fairness Opinion (in its counsel a reasonable opportunity to review and comment on entirety) in the Proxy Statement together with a summary thereof. The Company shall provide a true and any amendments or supplements thereto (and to review and comment on any comments complete signed copy of the SEC or its staff on Fairness Opinion to Parent for information purposes as soon as reasonably practicable after the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofAgreement Date. The Company shall cause the Proxy Statement to comply as to form in all material respects with all the applicable requirements of the Exchange Act and the rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by ParentNYSE. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by Acquisition Sub shall furnish in writing to the Company or its counsel from all information concerning Parent and Acquisition Sub as the Company may reasonably request in connection with the preparation and filing with the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If at any event time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or Acquisition Sub, or any of their respective directors, officers or other Affiliates, should be discovered by the Company Entities occursCompany, Parent or if Acquisition Sub which should be set forth in an amendment or supplement to the Company becomes aware of any informationProxy Statement, so that causes any information provided by it for use in the Proxy Statement would not include any misstatement of a material fact or omit to have become false or misleading in state any material respectfact necessary to make the statements therein, then in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other, and the Company shall promptly inform Parent thereof and shall promptly file prepare an appropriate amendment or supplement to the Proxy Statement describing such information and file such amendment or supplement with the SEC and, if appropriateto the extent required by applicable Law or the SEC or its staff, mail disseminate such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyStockholders.

Proxy Statement. As promptly The Company shall, as soon as reasonably practicable following the date of execution of this Agreement, the Company shall prepare and file with the SEC the Proxy StatementStatement in preliminary form (provided that Parent, Merger Sub and each of the Company and Parent shall, or their counsel shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a given reasonable opportunity to review and comment on the Proxy Statement Statement, and any amendments each amendment or supplements thereto (supplement thereto, prior to its filing with the SEC), and the Company shall use its best efforts to review and comment on respond as promptly as reasonably practicable to any comments of the SEC or its staff on the Proxy Statement or with respect thereto. If at any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, time prior to the filing thereof. The approval of this Agreement and the Merger by the requisite vote of the stockholders of the Company there shall cause occur any event that should be set forth in an amendment or supplement to the Proxy Statement to comply with all applicable rules and regulations of Statement, the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent prepare and mail to its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any stockholders such an amendment or supplement thereto, and shall respond as promptly as practicable to any such commentssupplement. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after filing with the earlier SEC. Subject to the right of the Company’s Board of Directors to withdraw or modify its recommendation pursuant to Section 6.2(b), (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or shall include the recommendation of the Board of Directors of the Company in favor of the Merger and (ii) the conclusion of if requested to do so by Parent at any SEC or staff review of the Proxy Statement. If any event relating time prior to any of the Company Entities occursStockholders Meeting and subject to compliance with applicable laws, or if there shall have been publicly announced an alternative Acquisition Proposal, the Company’s Board of Directors shall, within a reasonable period of time following such request (and prior to the Company becomes aware of any informationStockholders Meeting), publicly reaffirm such recommendation and/or shall publicly announce that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to is not recommending that the stockholders of the Company. If any event relating to Parent Company accept an alternative Acquisition Proposal, provided that such reaffirmation or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use announcement does not require significant delay in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform timing of the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyStockholders Meeting.

Proxy Statement. As promptly as practicable following the date of this AgreementIf required under applicable Law, the Company shall prepare and the Proxy Statement, file it with the SEC under the Exchange Act as promptly as practicable after Merger Subsidiary purchases Shares pursuant to the Offer, and use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Parent and Merger Subsidiary shall promptly furnish to the Company all information concerning Parent and Merger Subsidiary that may be required or reasonably requested in connection with any action contemplated by this Section 6.10. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement, and each the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any Representative of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebySEC. The Company shall consult with Parent and provide give Parent and its counsel a reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC and comment on shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and any amendments all responses to requests for additional information and replies to comments prior to their being filed with, or supplements thereto (and to review and comment on any comments sent to, the SEC. Each of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto)Company, and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect Merger Subsidiary agrees to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts efforts, after consultation with the other parties hereto to have the Proxy Statement cleared respond promptly to all such comments of and requests by the SEC as promptly as reasonably practicable after it is filedSEC. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as As promptly as practicable after the earlier of (i) receiving notification that Proxy Statement has been cleared by the SEC or its staff is not reviewing SEC, the Company shall mail the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the The Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform include the recommendation by the Board of Directors of the Company thereof that the Company’s stockholders vote to approve the Merger and this Agreement unless the Board of Directors of the Company shall promptly file an appropriate amendment has withdrawn or supplement modified its recommendation in accordance with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanySection 6.03 in connection with a Superior Proposal.

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, Public Company, with the Company cooperation of Private Company, shall prepare and file with the SEC the Proxy Statement. Private Company shall (i) provide to Public Company as promptly as practicable all information, including financial statements and each descriptions of its business and financial condition, as Public Company may reasonably request for inclusion in the Company Proxy Statement and Parent shall, or shall (ii) cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party timely cooperation of its independent public accountants in connection with the Transactions contemplated hereby. The preparation and filing of the Proxy Statement, including by causing such accountants to provide a consent to the inclusion of such accountants’ reports in respect of the financial statements of Private Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on in the Proxy Statement and any amendments or supplements thereto to the reference to such accountant firm as an “expert” therein. Public Company shall (and Private Company shall furnish such assistance as Public Company may reasonably request in connection with Public Company’s efforts to) respond to review and comment on any comments of the SEC or its staff on with respect to the Proxy Statement, use commercially reasonable efforts to file the definitive version of the Proxy Statement or any amendments or supplements thereto), as promptly as practicable and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations be mailed to its stockholders at the earliest practicable time after the SEC has completed its review of the preliminary filing of the Proxy Statement (or once 10 days after the initial filing of the preliminary Proxy Statement, if the SEC and all other applicable Laws and shall directly or indirectly incorporate will not review the fairness option referred to in Section 3.29 therein if requested by ParentProxy Statement). The Public Company shall notify Private Company promptly provide Parent and its counsel with a copy or a description upon the receipt of any comments received by the Company or its counsel from the SEC or its staff with respect to the, of any request by the SEC or its staff for amendments or supplements to the Proxy Statement of any request by the SEC or its staff for additional information with respect to the Proxy Statement, and shall supply Private Company with copies of all correspondence between Public 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. Each of Public Company and Private Company shall notify the other such partner promptly upon the receipt of any comments from the SEC or its staff with respect to any filing made by such party pursuant to Section 6.2(b), of any request by the SEC or its staff for amendments or supplements to any filing made by such party pursuant to Section 6.2(b) or of any request by the SEC or its staff for additional information with respect to any filing made by such party pursuant to Section 6.2(b), and shall supply the other such party with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff, on the other hand, with respect to any filing made by such party pursuant to Section 6.2(b). Each of Public Company and Private Company shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever either Public Company or Private Company shall become aware of the occurrence of any event which is required to be set forth in an amendment or supplement to the Proxy Statement or any amendment filing pursuant to Section 6.2(b), Public Company or supplement theretoPrivate Company, as the case may be, shall promptly inform the other of such occurrence and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that cooperate in filing with the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion any other regulatory authority, and/or mailing to stockholders of any SEC or staff review of the Proxy Statement. If any event relating to any of the Public Company Entities occursand Private Company, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companysupplement.

Proxy Statement. As promptly as practicable following after the date execution of this Agreement, the Company Seller shall prepare the Proxy Statement relating to the approval of this Agreement and file with the SEC transactions contemplated hereby, including the Merger, by the stockholders of the Seller. Each of the Seller, the Company and the Merger Sub shall furnish all information concerning itself and its Affiliates, officers and directors that is required to be included in the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company Seller shall consult with Parent and provide Parent and use its counsel a reasonable opportunity best efforts to review and comment on the Proxy Statement and any amendments or supplements thereto (and respond as promptly as practicable to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement theretothe other filings, and shall respond as promptly as practicable to any such comments. The Company the Seller shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the definitive Proxy Statement to be mailed to the CompanySeller’s stockholders as promptly as reasonably practicable after the earlier execution of (i) receiving notification that this Agreement. The Seller shall promptly notify the Company upon receipt of any comments from the SEC or its staff is not reviewing or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or (ii) the conclusion other filings and shall provide the Company with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the other filings. If at any SEC time prior to the Seller Stockholders’ Meeting, any information relating to the Seller, the Company, the Merger Sub or staff review any of their respective Affiliates, officers or directors, should be discovered by the Seller, the Company or the Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, so that causes any information provided by it for use in the Proxy Statement shall not contain any untrue statement of a material fact or omit to have become false or misleading in state any material respectfact required to be stated therein or necessary in order to make the statements therein, then in light of the Company circumstances under which they are made, not misleading, the party which discovers such information shall promptly inform Parent thereof notify the other party, and shall promptly file an appropriate amendment or supplement with describing such information shall be, to the SEC andextent required by applicable Law, if appropriate, mail such amendment or supplement disseminated to the stockholders of the CompanySeller. If any event relating Notwithstanding anything to Parent or Merger Sub occursthe contrary stated above, or if Parent becomes aware of any information, that causes any information provided by it for use in prior to mailing the Proxy Statement to have become false (or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement thereto) to the stockholders of the Seller or responding to any comments of the SEC with respect thereto, the Seller shall provide the Company an opportunity to review and comment on such document or response and shall include in such document or response all comments reasonably proposed by the Company.

Proxy Statement. As (a) AHL shall (i) as promptly as practicable following after the date of this Agreement, the Company shall prepare and file with the SEC a proxy statement (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement, and each ”) relating to a meeting of the Company and Parent shallshareholders of AHL for the purpose of seeking the Required Vote (the “AHL Shareholders Meeting”), or shall cause their respective Affiliates to(ii) respond as promptly as reasonably practicable to any comments received from the staff of the SEC with respect to such filings, (iii) as promptly as reasonably practicable, prepare and, after consultation with each other, and file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and necessary to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to be filed in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable response to any such comments. The Company shall , (iv) use its commercially reasonable best efforts to have the Proxy Statement cleared by the staff of the SEC and thereafter mail to its stockholders such Proxy Statement in final form as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed practicable, and (v) to the Company’s stockholders as extent required by applicable Law, promptly as practicable after file and mail to the earlier AHL shareholders any supplement or amendment to such Proxy Statement. AHL shall promptly notify AGM upon the receipt of any comments (iwritten or oral) receiving notification that from the SEC or its staff is not reviewing or any requests from the SEC or its staff for amendments or supplements to the Proxy Statement Statement, shall consult with AGM and provide AGM with the opportunity to review and comment upon any response to such comments or (ii) requests prior to responding to any such comments or requests and shall reasonably consider AGM’s comments in good faith, and shall provide AGM promptly with copies of all correspondence between AHL and its representatives, on the conclusion of any one hand, and the SEC or staff review and its staff, on the other hand. AGM shall cooperate with AHL in connection with the preparation and filing of the Proxy Statement. If , including promptly furnishing AHL, upon request, with any event relating and all information as may be reasonably required to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use be set forth in the Proxy Statement under the Exchange Act. AHL will provide AGM a reasonable opportunity to have become false review and comment upon the Proxy Statement, or misleading in any material respectamendments or supplements thereto, then prior to filing the Company shall promptly inform Parent thereof same with the SEC, and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use reasonably consider AGM’s comments in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companygood faith.

Proxy Statement. As (a) The Purchaser and the Seller will as promptly as practicable following the date of this Agreementhereof jointly prepare, and the Seller shall file, the Company shall prepare and file Proxy Statement with the SEC and will use all commercially reasonable efforts to respond to the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders Seller Shareholders at the earliest practical time. The Seller shall furnish all information concerning it and the holders of its capital stock as the Purchaser may reasonably request in connection with such actions. Each party to this Agreement will notify the other parties and the Board of Directors of the Seller promptly as practicable after of the earlier receipt of (i) receiving notification that the comments of the SEC, if any, and of any request by the SEC for amendments or its staff is not reviewing supplements to the Proxy Statement or (ii) for additional information with respect thereto, and will supply the conclusion other parties with copies of any all correspondence between such party or its Representatives, on the one hand, and the SEC or staff review members of its staff, on the other hand, with respect to the Proxy Statement or the Acquisition. If (A) at any time prior to the Shareholders' Meeting, any event should occur relating to the Seller or any of its Subsidiaries which should be set forth in an amendment of, or a supplement to, the Proxy Statement. If , the Seller will promptly inform the Purchaser and (B) if at any time prior to the Shareholders' Meeting, any event should occur relating to the Purchaser or any of the Company Entities occursits associates or Affiliates, or if relating to the Company becomes aware plans of any informationsuch persons for the Seller after the Effective Time that should be set forth in an amendment of, that causes any information provided by it for use or a supplement to, the Proxy Statement, the Purchaser will promptly inform the Seller, and in the Proxy Statement to have become false case of (A) or misleading in any material respect(B) the Seller and the Purchaser, then will, upon learning of such event, promptly prepare, and the Company Seller shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriaterequired, mail such amendment or supplement to the stockholders of Seller Shareholders; provided, prior to such filing or mailing, the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof Seller and the Company Purchaser shall promptly file an appropriate amendment or supplement consult with the SEC and, if appropriate, mail each other with respect to such amendment or supplement supplement. The Purchaser and the Seller will file, pursuant to and in a manner consistent with Rule 14a-12 under the stockholders Exchange Act any soliciting material sent or given to shareholders of the CompanySeller. The Purchaser shall vote, or cause to be voted, in favor of the Acquisition and this Agreement all shares of Seller Stock directly or indirectly beneficially owned by it.

Proxy Statement. As promptly soon as practicable following the date execution of this Agreement, the Company shall prepare and file with the SEC a proxy statement with respect to the Company Shareholders Meeting in a form reasonably acceptable to Parent (the “Proxy Statement”), and use its reasonable efforts to have the Proxy Statement cleared by the SEC and mailed to the Company’s shareholders. Parent, Amalgamation Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement. Subject to Section 7.01(a), the Proxy Statement shall contain (A) statements of the Company’s Board of Directors that it has (i) determined that this Agreement and each the transactions contemplated hereby, including the Amalgamation, are fair to and in the best interests of the shareholders of the Company, (ii) declared the Amalgamation and this Agreement to be advisable and (iii) recommend that the shareholders of the Company vote in favor of the approval of the Amalgamation and the adoption of this Agreement, which recommendations shall not be withdrawn, amended or modified in a manner adverse to Parent shallor the Amalgamation Sub (unless withdrawn, modified or shall cause their respective Affiliates to, prepare and, after consultation with each other, file changed in accordance with the SEC terms of Section 6.05) and (B) the written opinion of the Company’s Financial Advisor referred to in Section 4.17. The Proxy Statement shall comply as to form and content in all Other Filings that are required to be filed by such party in connection material respects with the Transactions contemplated herebyapplicable provisions of the Exchange Act. The Company shall consult with Parent and provide Parent and its counsel a reasonable shall be given an opportunity to review and comment on upon the Proxy Statement and any amendments amendment or supplements supplement thereto (prior to the filing thereof with the SEC, and the Company shall consider any such comments in good faith. The Company agrees to review promptly provide to Parent and comment on its counsel copies of any comments of which the Company or its counsel may receive from the SEC or its staff, any request by the SEC or its staff on for amendments or supplements to the Proxy Statement or for additional information and any other 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 or the Amalgamation. Parent and Amalgamation Sub will promptly supply to the Company in writing, for inclusion in the Proxy Statement, all information concerning Parent and Amalgamation Sub required by Law to be included in the Proxy Statement. The Company, Parent and Amalgamation Sub agree to promptly correct any information provided by any of them for use in the Proxy Statement which shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause such Proxy Statement as so corrected to be filed with the SEC and disseminated to the Company’s shareholders, in each case as and to the extent required by the applicable provisions of the Exchange Act. The Company agrees to use reasonable efforts, after consultation with the other parties hereto, to respond promptly to any comments or requests for any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement and any preliminary version or amendment thereof, filed by it. Each of Parent and Amalgamation Sub agree to use reasonable efforts to promptly provide the Company with any amendment or supplement thereto, and shall information necessary to respond as promptly as practicable to any such commentscomments or requests received from the SEC or its staff. The Company Company, Parent and Amalgamation Sub shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as shareholders at the earliest practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurstime, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement accordance with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companyapplicable Law.

Proxy Statement. As promptly Subject to the terms and conditions of this Agreement, as soon as reasonably practicable following the date of this Agreement, the Company and Parent shall prepare jointly prepare, and the Company shall file with the SEC SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the Proxy Statementproxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by such party applicable securities Laws or reasonably requested by the other Party hereto in connection with the Transactions contemplated herebypreparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior to the Company Meeting, any information relating to the Company, Parent, or Merger Sub, or any of their respective directors, officers or affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement 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 were made, not misleading, the Party which discovers such information shall promptly notify the other Party hereto, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the holders of Company Common Stock. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause thereof with the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by ParentSEC. The Company shall promptly provide advise Parent and its counsel with a copy or a description of any oral comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable provide to Parent and its counsel any such comments. The and all written comments that the Company shall use or its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that counsel may receive from the SEC or its staff is not reviewing with respect to the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companyafter receipt thereof.

Proxy Statement. As promptly as practicable following the date of this AgreementAgreement (but in any event within 10 business days unless the parties shall otherwise agree), the Company shall prepare and file with the SEC the preliminary Proxy Statement, and each . Each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC furnish all Other Filings information concerning itself and its affiliates that are is required to be filed by such party included in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply that is customarily included in proxy statements prepared in connection with all applicable rules and regulations transactions of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested type contemplated by Parentthis Agreement. The Company shall promptly provide Parent and its counsel with a copy or a description Each of any comments received by the Company or and Parent shall use its counsel from the SEC or its staff with respect reasonable best efforts to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The comments of the SEC with respect to the Proxy Statement, and the Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the definitive Proxy Statement to be mailed to the Company’s 's stockholders as promptly as reasonably practicable after the earlier date of (i) receiving notification that this Agreement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff is not reviewing or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or (ii) and shall provide Parent with copies of all correspondence between the conclusion of any Company and its Representatives, on the one hand, and the SEC or staff review of and its staff, on the other hand relating to the Proxy Statement. If at any event time prior to the Company Stockholders' Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company Entities occursor Parent which should be set forth in an amendment or supplement to the Proxy Statement, or if the Company becomes aware of any information, so that causes any information provided by it for use in the Proxy Statement shall not contain any untrue statement of a material fact or omit to have become false or misleading in state any material respectfact required to be stated therein or necessary in order to make the statements therein, then in light of the Company circumstances under which they are made, not misleading, the party which discovers such information shall promptly inform Parent thereof notify the other parties, and shall promptly file an appropriate amendment or supplement describing such information shall be filed with the SEC and, if appropriateto the extent required by applicable Law, mail such amendment or supplement disseminated to the stockholders of the Company. If any event relating Notwithstanding anything to Parent the contrary stated above, prior to filing or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in mailing the Proxy Statement (or any amendment or supplement thereto) or responding to have become false or misleading in any material respectcomments of the SEC with respect thereto, then Parent shall promptly inform the Company thereof and the Company shall promptly file provide Parent an appropriate amendment opportunity to review and comment on such document or supplement with response and shall include in such document or response comments reasonably proposed by Parent; PROVIDED, HOWEVER, that in the SEC andevent of a Change in Board Recommendation, if appropriate, mail the Company shall consider in good faith including in such amendment document or supplement to the stockholders of the Companyresponse comments reasonably proposed by Parent.

Proxy Statement. As promptly as practicable following (a) In connection with the date of this AgreementCompany Shareholders’ Meeting, the Company shall prepare and file with the SEC the Proxy Statementwill, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC i) as promptly as reasonably practicable after it is filed. The Company shall cause the date of this Agreement (but in any event within fifteen Business Days thereafter), prepare and file a proxy statement (together with any amendments and supplements thereto, the “Proxy Statement”) with the SEC; provided, that Parent be given a reasonable amount of time to review and comment upon the Proxy Statement (but in any event not less than three Business Days) prior to be mailed to any filing with the Company’s stockholders SEC, (ii) respond, as promptly as practicable after the earlier of (i) receiving notification that reasonably practicable, to any comments received from the SEC with respect to such filing and will provide copies of such comments to Parent promptly upon receipt and provide copies of proposed responses to Parent, giving Parent a reasonable amount of time to review and comment upon such responses (but in any event not less than two Business Days) prior to filing such responses, (iii) as promptly as reasonably practicable, prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law, giving Parent a reasonable amount of time to review and comment upon such amendments or supplements (but in any event not less than two Business Days) prior to filing, (iv) use its staff is not reviewing commercially reasonable efforts to have the SEC confirm that it has no further comments on the Proxy Statement and thereafter mail to its shareholders, as promptly as reasonably practicable, the Proxy Statement, (v) to the extent required by applicable Law, as promptly as reasonably practicable, prepare, file and distribute to the Company shareholders any supplement or amendment to the Proxy Statement if any event shall occur which requires such action at any time prior to the Company Shareholders’ Meeting, and (iivi) otherwise use commercially reasonable efforts to comply with all requirements of Law applicable to the conclusion of any SEC or staff review Proxy Statement, the Company Shareholders’ Meeting and the Merger. Parent and Merger Sub shall cooperate with the Company in connection with the preparation of the Proxy Statement. If any event relating to any of , including promptly furnishing the Company Entities occurs, or if the Company becomes aware of upon request with any information, that causes any and all information provided by it for use as may be required to be set forth in the Proxy Statement under applicable Law. If at any time prior to have become false the Effective Time any information relating to the Company, any of its Subsidiaries, Parent or misleading in Merger Sub, or any material respectof their respective affiliates, then should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, as applicable, the party which discovers such information shall promptly inform Parent thereof notify the other parties hereto and shall promptly file an appropriate amendment or supplement with the SEC anddescribing such information shall, if appropriate, mail such amendment or supplement to the stockholders of extent required by Law, be promptly disseminated to the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company’s shareholders.

Proxy Statement. As promptly as practicable following after the date execution of this Agreement, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the preliminary Proxy Statement with respect to the actions to be taken at the Company Stockholder Meeting; provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent for review before such filing with the SEC and that such filing shall be subject to Parent's prior approval of the preliminary Proxy Statement, which approval shall not be unreasonably withheld or delayed. Parent and the Company shall cooperate with each other in the preparation of the Proxy Statement, and each the Company shall notify Parent of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on receipt of any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or and of any requests by the SEC for any amendment or supplement thereto, thereto or for additional information and shall respond as provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. As promptly as practicable after comments are received from the SEC with respect to any such commentsthe preliminary Proxy Statement, the Company shall use all reasonable efforts to respond to the comments of the SEC. The Company shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments of the SEC prior to their being filed with or sent to the SEC; provided, however, that the Company shall furnish such proposed amendments, supplements and responses to Parent for review before filing any of such with the SEC and that the filing of such shall be subject to Parent's prior approval, which approval shall not be unreasonably withheld or delayed. Parent shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement, to the reasonable satisfaction of Parent, has been included therein by the Company, the Company shall file with the SEC the Proxy Statement and the Company shall use its commercially all reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly soon thereafter as reasonably practicable after it is filedpracticable. The Company shall cause the Proxy Statement to be mailed to its stockholders of record, as of the record date established by the Board of Directors of the Company’s stockholders , as promptly as practicable after clearance by the earlier SEC. Unless the Board of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review Directors of the Proxy Statement. If any event relating to any Company, after consultation with its outside legal counsel, concludes that such recommendation is no longer consistent with the discharge of applicable fiduciary duties of the Company Entities occursBoard of Directors of the Company, or if the Company becomes aware of any information, that causes any information provided by it for use in shall cause the Proxy Statement to have become false or misleading in any material respectinclude, then and continue to include until the vote is taken at the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with Stockholder Meeting, the SEC and, if appropriate, mail such amendment or supplement to the stockholders recommendation of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware Board of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform Directors of the Company thereof in favor of this Agreement and the Company shall promptly file an appropriate amendment or supplement with transactions contemplated hereby, including, without limitation, the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyMerger.

Proxy Statement. As promptly (a) The Company shall, in accordance with applicable Law and its certificate of incorporation and by-laws, duly call, give notice of, convene and hold a special meeting of the Company’s stockholders (including any adjournment or postponement thereof, the “Company Special Meeting”) as soon as practicable following the date hereof and in no event later than 40 days (or such other date on which the parties may agree in writing) after the date on which all SEC comments to the Proxy Statement have been resolved, for the purpose of considering the adoption of this AgreementAgreement and the approval of the Merger. In connection with the Company Special Meeting, as soon as practicable following the date hereof, the Company shall prepare and file with the SEC a proxy statement (together with all amendments and supplements thereto, the “Proxy Statement, ”) relating to the Merger and each this Agreement and furnish the information required to be provided to the stockholders of the Company pursuant to the DGCL and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebyany other applicable Laws. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on which comments shall be reasonably considered by the Company). The Company will advise Parent promptly of any comments of the SEC or its staff on the Proxy Statement by the SEC and responses thereto or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofSEC for additional information. The Company shall cause the Proxy Statement use its reasonable best efforts to comply with resolve all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the receipt thereof. The Company shall consult with Parent and reasonably consider its comments prior to responding to SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of comments with respect to the Proxy Statement. If any event relating Subject to any the provisions of the Company Entities occursthis Agreement, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then shall include the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof Recommendation and the Company shall promptly file an appropriate amendment or supplement with use its reasonable best efforts to obtain the SEC andCompany Requisite Vote; provided, however that if appropriate, mail such amendment or supplement to the stockholders of the Company’s board of directors effects a Change in Recommendation in accordance with Section 6.3(e), the Company may cease to use such efforts. A Change in Recommendation permitted by Section 6.3(e) will not constitute a breach by the Company of this Agreement.

Proxy Statement. As promptly (a) In connection with the Seller Shareholders Meeting, as soon as reasonably practicable following (and in no event later than forty-five (45) days after the date of this Agreementhereof), the Company Seller shall prepare and file with the SEC the Proxy Statement, and each of Statement in preliminary form. Seller shall set a record date for determining Seller’s stockholders entitled to attend the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC Seller Shareholders Meeting as promptly as reasonably practicable after it is filedthe date hereof. The Company Seller shall cause the Seller Shareholders Meeting to be duly called and held as soon as reasonably practicable following clearance of the Proxy Statement by the SEC for the purpose of voting on the adoption and approval of this Agreement and the transactions contemplated hereby. As soon as reasonably practicable following the establishment of the record date for the Seller Shareholders Meeting and clearance of the Proxy Statement by the SEC, Seller shall cause the Proxy Statement to be mailed to each of Seller’s shareholders entitled to vote at the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification Seller Shareholders Meeting. Seller shall ensure that the SEC or its staff is not reviewing the Proxy Statement or (ii) complies in all material respects with the conclusion applicable provisions of any SEC or staff review of the Exchange Act. Purchaser shall promptly furnish all information concerning itself as may reasonably be required by Seller in connection with the Proxy Statement. If any event relating to any Each of the Company Entities occurs, or if the Company becomes aware of any information, that causes Seller and Purchaser shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, then the Company and Seller shall promptly inform Parent thereof amend or supplement the Proxy Statement and shall promptly file an appropriate to cause the Proxy Statement, as so amended or supplemented, to be filed with SEC and mailed to its shareholders, in each case as and to the extent required by applicable Law. Prior to any filing or mailing of the Proxy Statement (or any amendment or supplement with thereto) or responding to any comments of the SEC andwith respect thereto, if appropriate, mail Seller shall provide Purchaser a reasonable opportunity to review and comment on such amendment document or supplement response and shall consider in good faith any such comments proposed by Purchaser. Seller may adjourn or postpone the Seller Shareholders Meeting (i) to the stockholders extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to Seller’s shareholders within a reasonable amount of time in advance of the Company. If any event relating to Parent Seller Shareholders Meeting, (ii) as otherwise required by applicable Law or Merger Sub occurs, or (iii) if Parent becomes aware as of any information, that causes any information provided by it the time for use which the Seller Shareholders Meeting is scheduled as set forth in the Proxy Statement Statement, there are insufficient shares of capital stock of Seller represented (in person or by proxy) to have become false or misleading constitute a quorum necessary to conduct the business of the Seller Shareholders Meeting. The Seller Board shall (A) subject to Section 6.2, include the Seller Board Recommendation in any material respectthe Proxy Statement, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement (B) otherwise comply with the SEC and, if appropriate, mail such amendment or supplement all Laws applicable to the stockholders of the CompanySeller Shareholders Meeting.