Common use of Proxy Statement Clause in Contracts

Proxy Statement. If approval of the Company's stockholders is required by applicable Law to consummate the Merger, promptly following consummation of the Offer, the Company shall file with the SEC under the Exchange Act the Proxy Statement, and shall use its reasonable best 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 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 the opportunity to review the Proxy Statement, including all amendments and supplements thereto, prior to its being filed with the SEC and shall give Parent and its counsel the 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. Each of the Company, Parent and Merger Sub 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. If approval of the Company's stockholders is required by applicable Law to consummate the Merger, promptly As soon as practicable following consummation of the Offer, the Company shall file the Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, unless not required under applicable "short-form" merger provisions of Delaware Law, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicableSEC. Parent, Merger Sub Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent promptly 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 theretoSEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, Statement prior to 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, Parent and Merger Sub 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 StockholdersSpecial Shareholders' Meeting at the earliest practicable time.

Proxy Statement. If approval of the Company's stockholders is required by applicable Law to consummate the Mergerlaw, promptly as soon as practicable following consummation of the Offer, Parent, Purchaser and the Company shall file the Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicableSEC. Parent, Merger Sub 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 theretoSEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, Statement prior to 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, Parent and Merger Sub 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. If Unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.09, the Company shall prepare and file with the SEC, subject to the prior review and approval of Parent and Sub (which approval shall not be unreasonably withheld), as soon as practicable after the Company's stockholders is required by applicable Law to consummate the Merger, promptly following consummation of the Offer, a preliminary proxy or information statement (the Company shall file with "PRELIMINARY PROXY STATEMENT") relating to the SEC under Merger as required by the Exchange Act the Proxy Statement, and shall use its reasonable best 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, rules and the Company shall notify Parent of the receipt of any comments regulations of the SEC thereunder, 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 theretotransactions contemplated hereby. The Company shall give Parent obtain and its counsel furnish the opportunity information required to review be included in the Preliminary Proxy Statement, including all amendments shall provide Parent and supplements Sub with, and consult with Parent and Sub regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, subject to the prior to its being filed with the SEC review and shall give approval of Parent and its counsel the opportunity to review all responses to requests for additional information and replies to comments prior to their being filed withSub (which approval shall not be unreasonably withheld), or sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all any such comments of and requests made by the SEC and or its staff with respect to the Preliminary Proxy Statement, shall 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 Company's stockholders at the earliest practicable timedate and shall use its best efforts to obtain the necessary approval of the Merger by its stockholders.

Proxy Statement. If approval of the Company's stockholders is required by applicable Law to consummate the Merger, promptly As soon as practicable following consummation of the Offer, the Company shall file the Proxy Statement with the SEC under the Exchange Act Act, unless the Proxy StatementSpecial Stockholders' Meeting is not required under applicable "short-form" merger provisions of Delaware Law, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicableSEC. Parent, Merger Sub 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 or its staff with respect to the Proxy Statement and of any requests by the SEC or its staff 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 or its staff and written statements describing telephone conversations with respect theretothe SEC or its staff. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, Statement prior to 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 and conversations prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub Purchaser agrees to use its all reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and of, requests by and conversations with the SEC or its staff 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 Special Stockholders' Meeting at the earliest practicable time.

Proxy Statement. If approval of the Company's stockholders is required by applicable Law law to consummate the Merger, promptly following consummation of the Offer, the Company shall file the Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable. ParentCRI, Merger Sub Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent CRI 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 CRI 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 CRI and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, prior to its being filed with the SEC and shall give Parent CRI and its counsel the 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. Each of the Company, Parent CRI, Holdings and Merger Sub 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. If approval of the Company's stockholders is required by applicable Law to consummate the Mergerlaw, promptly as soon as practicable following consummation of the Offer, Parent, Purchaser and the Company shall file the Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicableSEC. Parent, Merger Sub Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent and Purchaser 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 and Purchaser promptly copies of all correspondence between the Company or any representative of the Company and the SEC with respect theretoSEC. The Company shall give Parent Parent, Purchaser and its their respective counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, Statement prior to its being filed with the SEC and shall give Parent Parent, Purchaser and its their respective 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, Parent and Merger Sub 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. If approval of the Company's stockholders is required by applicable Law to consummate the Mergerlaw, promptly as --------------- soon as practicable following consummation of the Offer, the Company shall file the Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicableSEC. Parent, Merger Sub 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 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 theretoSEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, Statement prior to 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, Parent and Merger Sub 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 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 StockholdersShareholders' Meeting at the earliest practicable time.

Proxy Statement. If approval of the Company's stockholders is required by applicable Law to consummate the Mergerlaw, promptly as soon as practicable following consummation of the OfferOffer (or the delivery of a Merger Notice as provided in Section 1.3(d) or (e)), the Company shall file the Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, and shall use its all reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicableSEC. Parent, Merger Sub 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 theretoSEC. The Company shall (i) give Parent and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, Statement prior to its being filed with the SEC and shall SEC; (ii) 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; and (iii) consider in good faith the comments and information provided by Parent, Purchaser and their counsel with respect thereto. Each of the Company, Parent and Merger Sub agrees to Purchaser shall use its all 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' Stockholders Meeting at the earliest practicable time.

Proxy Statement. If approval of the Company's stockholders ’s shareholders is required by applicable Law to consummate the Merger, then, as promptly as practicable following consummation of the OfferOffer (or, if later, following the termination of the subsequent offering period, if any), the Company shall file the Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicableSEC. Parent, Merger Sub Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall promptly 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 promptly provide to Parent promptly copies of all correspondence and summaries of all oral exchanges between the Company or any representative of the Company and the SEC with respect theretoSEC. The Company shall give promptly provide Parent and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, prior to its being filed with the SEC SEC, and shall give Parent and its counsel the 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. Each of the Company, Parent and Merger Sub 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 Company Shares entitled to vote at the Stockholders' Shareholders’ Meeting at the earliest practicable time.

Proxy Statement. If approval of the Company's stockholders a merger is required by applicable Law to consummate the Merger, promptly following consummation of the Offerbe effected under this Section 7.4, the Company shall shall, if required by Applicable Law, prepare and file with the SEC under Commission a Proxy Statement or Information Statement (the Exchange Act the "Proxy Statement") as soon as reasonably practicable after the purchase of and payment for Shares pursuant to the Offer, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC Commission. If at any time prior to the effective time of such merger any event shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall prepare and file with the Commission such amendment or supplement as promptly soon thereafter as is reasonably practicable. Parent, Merger Sub Buyer and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent Buyer of the receipt of any comments of the SEC Commission with respect to the Proxy Statement and of any requests by the SEC Commission for any amendment or supplement thereto or for additional information information, and shall provide to Parent Buyer promptly copies of all correspondence between the Company or any representative of the Company and the SEC Commission with respect theretoto the Proxy Statement. The Company shall give Parent Buyer and its counsel the opportunity to review the Proxy Statement, including all amendments Statement and supplements thereto, prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all responses to requests for additional information by and replies to comments prior to of the Commission before their being filed with, or sent to, the SECCommission. Each of the Company, Parent Company and Merger Sub Buyer 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 Commission and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Shares Company Common Stock entitled to vote at the Company Stockholders' Meeting at the earliest practicable time.

Proxy Statement. If approval of the Company's --------------- stockholders is required by applicable Law law to consummate the Merger, promptly following consummation of the Offer, the Company shall file the Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable. Parent, Merger Sub 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 give Parent and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, prior to its being filed with the SEC and shall give Parent and its counsel the 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. Each of the Company, Parent and Merger Sub 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. If approval of the Company's stockholders is required by applicable Law law to consummate the Merger, promptly following consummation of the Offer, the Company shall file the Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicableafter such filing. Parent, Merger Sub 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 theretoSEC. The Company shall give provide Parent and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, prior to its being filed with the SEC and shall give Parent and its counsel the 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. Each of the Company, Parent and Merger Sub 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. If approval of the Company's stockholders is required by applicable Law law in order to consummate the Merger, as promptly following consummation as practicable after the purchase of all Shares validly tendered and not withdrawn pursuant to the Offer, the Company Target shall file the Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicableSEC. ParentAcquiror, Merger Acquiror Sub and the Company Target shall cooperate with each other in the preparation of the Proxy Statement, and the Company Target shall notify Parent 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 Acquiror promptly copies of all correspondence between the Company Target or any representative of the Company Target and the SEC with respect theretoSEC. The Company Target shall give Parent Acquiror and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, Statement prior to its being filed with the SEC and shall give Parent Acquiror 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 CompanyTarget, Parent Acquiror and Merger Acquiror Sub 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' Target Shareholders Meeting at the earliest practicable timetime with the intent being to complete the Merger as soon as practicable.

Proxy Statement. If approval of As promptly as practicable after the Company's stockholders is required by applicable Law to consummate the Merger, promptly following consummation of the Offerdate hereof, the Company shall file the Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicablepromptly. ParentThe Company shall provide Parent and its counsel a reasonable opportunity to review and comment upon the Proxy Statement prior to the filing with the SEC. In addition, Merger Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement, provide Parent and the Company shall notify Parent of the receipt its counsel a written copy of any comments of the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt of such comments and with copies of any requests written responses to such comments and telephonic notification of any verbal responses to such comments 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 its counsel. No filing of, or amendment to, or written correspondence to the SEC or its staff with respect to the Proxy Statement shall be made by the Company and the SEC with respect thereto. The Company shall give without providing Parent and its counsel the reasonable opportunity to review the Proxy Statement, including all amendments and supplements thereto, prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SECcomment thereon. Each of the Company, Parent and Merger Sub 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 StockholdersShareholders' Meeting at the earliest practicable time. Subject in each case to Section 6.06, the Company agrees to use its reasonable best efforts to solicit from the holders of Shares proxies in favor of the adoption of this Agreement and the Merger and take all other action necessary or advisable to secure, at the Shareholders' Meeting the Company Shareholder Approval, by the vote described in Section 5.03(v) of this Agreement.

Proxy Statement. If approval of the Company's stockholders shareholders is required by applicable Law law to consummate the Merger, promptly following consummation satisfaction of the Offercondition set forth in Section 8.01(d), the Company shall file the Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicableafter such filing. Parent, Merger Sub 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 theretoSEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, prior to its being filed with the SEC and shall give Parent and its counsel the 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. Each of the Company, Parent and Merger Sub 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. If approval As promptly as practicable after the execution of the Company's stockholders is required by applicable Law to consummate the Merger, promptly following consummation of the Offerthis Agreement, the Company shall file the Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicableSEC. ParentAcquiror, Merger Acquiror Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent 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 Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC with respect theretoSEC. The Company shall give Parent Acquiror and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, Statement prior to its being filed with the SEC and shall give Parent Acquiror 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, Parent Acquiror and Merger Acquiror Sub 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' Shareholders Meeting at the earliest practicable time.

Proxy Statement. If approval of the Company's stockholders shareholders is required by applicable Law law to consummate the Merger, promptly following consummation satisfaction of the Offercondition set forth in Section 8.01(d), the Company shall file the Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, and shall use its reasonable best efforts to have the Proxy Statement cleared by the -37- SEC as promptly as practicableafter such filing. Parent, Merger Sub 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 theretoSEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, prior to its being filed with the SEC and shall give Parent and its counsel the 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. Each of the Company, Parent and Merger Sub 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. If approval of the Company's stockholders is required by under applicable Law to consummate the Merger, promptly following consummation of the Offerlaw, the Company shall prepare the Proxy Statement, file it with the SEC under the Exchange Act as promptly as practicable after Merger Subsidiary purchases shares of Company Common Stock pursuant to the Proxy StatementOffer, and shall use its all reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicableSEC. Parent, Merger Sub 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 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 theretoSEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, Statement prior to 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, Parent and Merger Sub Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, hereto to respond promptly to all such comments of and requests by the SEC and to cause SEC. As promptly as practicable after the Proxy Statement and all required amendments and supplements thereto to be mailed has been cleared by the SEC, the Company shall mail the Proxy Statement to the holders stockholders of Shares entitled to vote at the Stockholders' Meeting at the earliest practicable timeCompany.

Proxy Statement. If approval of the Company's stockholders is required by under applicable Law to consummate the Merger, promptly following consummation of the Offerlaw, the Company shall promptly prepare the Company Proxy Statement, file it with the SEC under the Exchange Act as promptly as practicable after Merger Subsidiary purchases Shares pursuant to the Proxy StatementOffer, and shall use its all reasonable best efforts to have the Company Proxy Statement cleared by the SEC as promptly as practicableSEC. Parent, Merger Sub Subsidiary and the Company shall cooperate with each other in the preparation of the Company Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Company 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 theretoSEC. The Company shall give Parent and its counsel the opportunity to review the Company Proxy Statement, including all amendments and supplements thereto, Statement prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Company 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, Parent and Merger Sub Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, hereto to respond promptly to all such comments of and requests by the SEC and to cause SEC. As promptly as practicable after the Company Proxy Statement and all required amendments and supplements thereto to be mailed has been cleared by the SEC, the Company shall mail the Company Proxy Statement to the holders shareholders of Shares entitled to vote at the Stockholders' Meeting at the earliest practicable timeCompany.

Proxy Statement. If approval As promptly as practicable after the date of the Company's stockholders is required by applicable Law to consummate the Merger, promptly following consummation of the Offerthis Agreement, the Company shall file prepare and cause to be filed with the SEC under the Exchange Act the Proxy Statement, and . The Company shall use reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its reasonable best efforts staff and to have the Proxy Statement cleared by the SEC as promptly as practicablereasonably practicable after such filing. Parent, Merger Sub and the The Company shall cooperate with each other in the preparation of use reasonable efforts to cause the Proxy Statement, and Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify Parent of the receipt of any oral or written comments of from the SEC with respect relating 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 theretoStatement. The Company shall give promptly furnish to Parent all information concerning the Acquired Corporations and its counsel the opportunity Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Whenever any event occurs that should be disclosed in an amendment or supplement to review the Proxy Statement, including all amendments then the Company shall promptly inform Parent of such occurrence and supplements thereto, prior to its being filed shall cooperate in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company. The Company shall cooperate and shall give provide Parent and its counsel the with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC, prior to their being filed with, filing such with or sent to, sending such to the SEC. Each , and the Company will provide Parent with copies of the Company, Parent all such filings made and Merger Sub agrees to use its reasonable best efforts, after consultation correspondence 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 timeSEC.

Proxy Statement. If approval As soon as practicable after (i) the Purchase Time, unless the Merger is consummated in accordance with Section 253 of the Company's stockholders is required DGCL as contemplated by applicable Law to consummate the MergerSection 5.5(b), promptly following consummation or (ii) a termination or expiration of the OfferOffer that does not result in the termination of this Agreement, the Company shall promptly prepare and file with the SEC under the Exchange Act the Proxy Statement, and shall use its reasonable best efforts to have the Proxy Statement cleared by in connection with the SEC as promptly as practicableMerger. Parent, Purchaser and Merger Sub and will cooperate with the Company shall cooperate in connection with each other in the preparation of the Proxy StatementStatement including, and but not limited to, furnishing to the Company any and all information regarding Purchaser, Merger Sub and their respective affiliates as may be required to be disclosed therein. The Company shall notify Parent of the receipt of give reasonable and good faith consideration to any other comments made by Purchaser and Merger Sub and their counsel. The Company agrees (i) to provide Purchaser and Merger Sub with any comments of or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Proxy Statement promptly upon receipt thereof and prior to responding thereto and (ii) a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or their counsel in any requests discussions or meetings with the SEC. The Proxy Statement shall contain the recommendation of the Company Board that the Company’s stockholders approve this Agreement and the transactions contemplated hereby. As promptly as possible after clearance 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 the opportunity to review the Proxy Statement, including all amendments and supplements thereto, prior to its being filed with the SEC and shall give Parent and its counsel the 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. Each of the Company, Parent and Merger Sub 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 Company will 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 timeits stockholders.

Proxy Statement. If approval of the Company's stockholders is required by applicable Law law to consummate the Merger, promptly following consummation of the Offer, the Company shall file the Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicablepromptly. Parent, Merger Sub 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 theretoSEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, prior to its being filed with the SEC and shall give Parent and its counsel the 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. Each of the Company, Parent and Merger Sub 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. If approval of the Company's stockholders is required by applicable Law to consummate the MergerAt such time as Parent shall elect, promptly following consummation of the Offer, the Company shall file with the SEC under the Exchange Act the Proxy Statement, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC but no later than as promptly as practicable. Parentpracticable after the Trigger Date (as defined in Section 6.1), Merger Sub Parent and the Company shall cooperate prepare and cause to be filed with each other the SEC a preliminary proxy statement for review in connection with the preparation of definitive proxy statement (the "Proxy Statement, ") to be sent to the Parent's stockholders in connection with the Parent's Stockholders' Meeting. Parent and the Company shall notify Parent of use all reasonable efforts to cause the receipt of preliminary proxy statement and Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC with respect or its staff. Parent shall use all reasonable efforts to file the Proxy Statement and of any requests by as promptly as practicable after the SEC for any amendment confirms it is not reviewing the preliminary proxy statement 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 after the SEC with respect thereto. The Company shall give Parent and its counsel the opportunity to review has provided clearance for filing the Proxy Statement, including all amendments and supplements theretoand, prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all responses to requests for additional information and replies to comments prior to their being filed withonce filed, or sent to, the SEC. Each of the Company, Parent and Merger Sub 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 Parent's stockholders. The Company shall promptly furnish to Parent all information concerning the holders Company and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.2. If any event relating to the Company occurs, or if the Company becomes aware of Shares entitled any information that should be disclosed in an amendment or supplement to vote at the Stockholders' Meeting at Proxy Statement, then the earliest practicable timeCompany shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC.

Proxy Statement. If approval of the Company's stockholders is required by applicable Law to consummate the Merger, promptly following consummation of the Offer, the Company shall file with the SEC a proxy statement or information statement under Section 14 of the Exchange Act (the "Proxy Statement") with the SEC, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable. Parent, Merger Sub Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, Statement and the Company shall notify Parent of the receipt of in responding to any comments of the SEC with respect to the Proxy Statement and of or any requests by the SEC for any amendment or supplement thereto or for additional information information. Each of Purchaser, Parent 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 its respective counsel shall give Parent and its counsel the have a reasonable opportunity to review and comment on: (a) the Proxy Statement, including all amendments and supplements thereto, prior to its such documents being filed with the SEC and shall give Parent and its counsel the opportunity or disseminated to review holders of Shares; and (b) all responses to requests for additional information and replies to comments from the SEC or the staff thereof prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub 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. If approval Within 25 business days following the execution of the Company's stockholders is required by applicable Law to consummate the Mergerthis Agreement, promptly following consummation of the Offerwith all reasonable and necessary assistance from Parent and Merger Sub, the Company shall file the Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, and shall use its commercially reasonable best 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 the Company shall promptly 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 promptly provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC with respect theretoSEC. The Company shall give Parent and its counsel the opportunity to review and make comments to the Proxy Statement, including all amendments and supplements thereto, Statement prior to 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, Parent and Merger Sub agrees to use its commercially 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. If approval of the Company's stockholders is required by applicable Law to consummate law, the MergerCompany shall, promptly within the time period provided in Section 1.01(c) or as soon as practicable following the consummation of the Offer, as applicable, file the Company shall file Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicableSEC. Parent, Merger Sub 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 theretoSEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, Statement prior to 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, Parent and Merger Sub 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. If approval of the Company's stockholders is required by applicable Law to consummate the MergerAs promptly as reasonably practicable, promptly following consummation of the Offer, the Company shall file the Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicableSEC. ParentPurchaser, Merger Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent Purchaser 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 Purchaser promptly copies of all correspondence between the Company or any representative of the Company and the SEC with respect theretoSEC. The Company shall give Parent Purchaser and its its' counsel the reasonable opportunity to review the Proxy Statement, including all amendments and supplements thereto, Statement prior to its being filed with the SEC and shall give Parent Purchaser 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 CompanyPurchaser, Parent Sub and Merger Sub Company agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of of, and requests by by, the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Shares shares of Common Stock entitled to vote at the Stockholders' Meeting Company stockholders meeting at the earliest practicable time.

Proxy Statement. If approval of the Company's stockholders is required by under applicable Law to consummate the Merger, promptly following consummation of the Offerlaw, the --------------- Company shall promptly prepare the Company Proxy Statement, file it with the SEC under the Exchange Act as promptly as practicable after Merger Subsidiary purchases Shares pursuant to the Proxy StatementOffer, and shall use its all reasonable best efforts to have the Company Proxy Statement cleared by the SEC as promptly as practicableSEC. Parent, Merger Sub Subsidiary and the Company shall cooperate with each other in the preparation of the Company Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Company 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 theretoSEC. The Company shall give Parent and its counsel the opportunity to review the Company Proxy Statement, including all amendments and supplements thereto, Statement prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Company 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, Parent and Merger Sub Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, hereto to respond promptly to all such comments of and requests by the SEC and to cause SEC. As promptly as practicable after the Company Proxy Statement and all required amendments and supplements thereto to be mailed has been cleared by the SEC, the Company shall mail the Company Proxy Statement to the holders shareholders of Shares entitled to vote at the Stockholders' Meeting at the earliest practicable timeCompany.

Proxy Statement. If approval of As soon as practicable following the Company's stockholders is required by applicable Law to consummate the Merger, promptly following consummation commencement of the Offer, the Company shall file the Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicablepracticable following such filing. The Parent, Merger Sub the Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify the 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 the Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC with respect theretoSEC. The Company shall give the Parent and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, Statement prior to its being filed with the SEC and shall give the 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, the Parent and Merger Sub the 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 thereto, subject to the occurrence of the Expiration Date, to be mailed to the holders of Shares entitled to vote at the StockholdersSpecial Shareholders' Meeting at the earliest practicable time.

Proxy Statement. If approval of the Company's stockholders --------------- is required by applicable Law to consummate the Merger, promptly following consummation of the Offer, the Company shall file with the SEC under the Exchange Act the Proxy Statement, and shall use its reasonable best 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 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 the opportunity to review the Proxy Statement, including all amendments and supplements thereto, prior to its being filed with the SEC and shall give Parent and its counsel the 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. Each of the Company, Parent and Merger Sub 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. If (a) As soon as reasonably practicable, and in any event within 14 days, following the date hereof, the Company shall prepare and file with the SEC, a proxy statement relating to the approval of this Agreement by the Company's stockholders is required by applicable Law (as amended or supplemented from time to consummate time, the Merger, promptly following consummation "Proxy Statement"). Parent shall cooperate with the Company in connection with the preparation of the Offer, Proxy Statement and shall furnish all information concerning Parent as the Company shall file may reasonably request in connection with the SEC under the Exchange Act preparation of the Proxy Statement, and . The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicablereasonably practicable after such filing. Parent, Merger Sub and The Company will use commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as reasonably practicable after the Proxy Statement is cleared by the SEC. (b) The Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall as promptly as practicable notify Parent of (i) the receipt of any comments of from the SEC and all other written correspondence and oral communications with respect the SEC relating to the Proxy Statement and of (ii) any requests request by the SEC for any amendment or supplement thereto to the Proxy Statement 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 ; provided that the Company shall give Parent and its counsel copies of all written materials contemplated by clause (i) or (ii). All filings by the opportunity to review the Proxy Statement, including all amendments and supplements thereto, prior to its being filed Company with the SEC and shall give Parent and its counsel the 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. Each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation in connection with the other parties heretotransactions contemplated hereby, to respond promptly to all such comments of and requests by the SEC and to cause including the Proxy Statement and all required amendments and supplements thereto to any amendment or supplement thereto, shall be mailed subject to the holders prior review and comment of Shares entitled Parent, and all mailings to vote at the Stockholders' Meeting at Company's stockholders in connection with the earliest practicable timeMerger and transactions contemplated by this Agreement shall be subject to the prior review and comment of Parent.

Proxy Statement. If approval of the Company's stockholders shareholders is required by applicable Law law to consummate the Merger, as promptly as practicable following consummation the acceptance for payment of Securities pursuant to the Offer, the Company shall file the Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, and each of the Company, Parent and Purchaser shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable. Parent, Merger Sub 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 give Parent and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, prior to its being filed with the SEC and shall give Parent and its counsel the 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. Each of the Company, Parent and Merger Sub 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 Securities entitled to vote at the Stockholders' Meeting at the earliest practicable time.

Proxy Statement. If approval of the Company's --------------- stockholders is required by applicable Law law to consummate the Merger, promptly following consummation of the Offer, the Company shall file the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, the "Proxy Statement") with the SEC under the Exchange Act the Proxy Statement--------------- Act, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicablepromptly. Parent, Merger Sub 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 theretoSEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, prior to its being filed with the SEC and shall give Parent and its counsel the 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. Each of the Company, Parent and Merger Sub 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. If approval of the Company's stockholders is required by applicable Law to consummate the Merger, promptly following consummation of the Offer, the Company shall file with the SEC a proxy statement or information statement under Section 14 of the Exchange Act (the Proxy Statement"PROXY STATEMENT") with the SEC, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable. Parent, Merger Sub Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, Statement and the Company shall notify Parent of the receipt of in responding to any comments of the SEC with respect to the Proxy Statement and of or any requests by the SEC for any amendment or supplement thereto or for additional information information. Each of Purchaser, Parent 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 its respective counsel shall give Parent and its counsel the have a reasonable opportunity to review and comment on: (a) the Proxy Statement, including all amendments and supplements thereto, prior to its such documents being filed with the SEC and shall give Parent and its counsel the opportunity or disseminated to review holders of Shares; and (b) all responses to requests for additional information and replies to comments from the SEC or the staff thereof prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub 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. If approval of As promptly as reasonably practicable following the Company's stockholders is required by applicable Law to consummate the Merger, promptly following consummation of the Offerdate hereof, the Company shall prepare and shall file (no later than the tenth Business Day following the date hereof) with the SEC under the Exchange Act the a preliminary Proxy Statement, together with a form of proxy, with respect to the Company Stockholders' Meeting at which the stockholders of the Company will be asked to vote upon and approve this Agreement and the Merger and shall use its commercially reasonable best efforts to have the Proxy Statement and form of proxy cleared by the SEC as promptly soon as practicable. Parent, Merger Sub and practicable following 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 date 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 the opportunity to review the Proxy Statement, including all amendments and supplements thereto, prior to its being is filed with the SEC and shall give Parent and its counsel the 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. Each of the Company, Parent and Merger Sub 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 Company's stockholders as soon as practicable following the date the form of Shares entitled proxy is cleared by the SEC. Parent will provide promptly the Company with any information that may be reasonably requested in order to vote at effectuate the Stockholders' Meeting at preparation and filing of the earliest Proxy Statement. The Company will provide Parent and its counsel with a reasonable opportunity to review the Proxy Statement prior to its filing. The Company will respond as promptly as practicable timeto, and provide Parent and its counsel with a reasonable opportunity to participate in the Company's response to, any comments from the SEC and will notify Parent upon the receipt of any comments from the SEC in connection with the filing of, or amendments or supplements to, the Proxy Statement and shall provide Parent with all correspondence between the Company and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement.

Proxy Statement. If approval of the Company's stockholders shareholders is required by applicable Law law to consummate the Merger, promptly following consummation of the Offer, the Company shall file the Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicableSEC. Parent, Merger Sub 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 theretoSEC. The Company shall give provide Parent and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, prior to its being filed with the SEC and shall give Parent and its counsel the 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. Each of the Company, Parent and Merger Sub 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 StockholdersShareholders' Meeting at the earliest practicable time.

Proxy Statement. If approval of the Company's stockholders is required by applicable Law to consummate the Merger, promptly law as soon as practicable following consummation of the Offer, the Company shall file the Proxy Statement with the SEC under the Exchange Act the Proxy StatementAct, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicableSEC. Parent, Merger Sub 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 theretoSEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, Statement prior to 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, Parent and Merger Sub 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. If approval of the Company's stockholders is required by under applicable Law to consummate the Merger, promptly following consummation of the Offerlaw, the Company shall prepare the Proxy Statement, file it with the SEC under the Exchange Act as promptly as practicable after Merger Subsidiary purchases Shares pursuant to the Proxy StatementOffer, and shall use its all reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicableSEC. Parent, Merger Sub Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement; without limiting the generality of the foregoing, each of Parent and Merger Subsidiary 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 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 theretoSEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, Statement prior to 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, Parent and Merger Sub 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 and to cause SEC. As promptly as practicable after the Proxy Statement and all required amendments and supplements thereto to be mailed has been cleared by the SEC, the Company shall mail the Proxy Statement to the holders stockholders of Shares entitled to vote at the Stockholders' Meeting at the earliest practicable timeCompany.