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 (including a reasonable opportunity to review and comment on any such response, to which the Proxy Statement or (iiCompany shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the conclusion of any SEC or its staff review regarding any such comments. (b) Unless this Agreement is earlier terminated pursuant to Article X, subject to the terms of Section 6.3(b), the Company shall include the portion of the Company Board Recommendation relating to the Merger and the adoption of this Agreement 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 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 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 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. 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 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 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. (a) As promptly as practicable following after the date execution and delivery 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 a proxy statement in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity matters to review and comment on be considered at the Stockholders' Meeting (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 filed. The Company shall cause the Proxy Statement to be mailed "cleared" by the SEC for mailing to the Company’s stockholders of the Company as promptly as practicable and shall mail the Proxy Statement to its stockholders as promptly as practicable thereafter. Acquiror shall furnish all information concerning it and the holders of its capital stock as the Company may reasonably request in connection with such actions. The Proxy Statement shall include the recommendation of the Company's Board of Directors in favor of approval and adoption of this Agreement and the Merger, unless otherwise required by applicable fiduciary duties of the directors of the Company, as determined by such directors in good faith after consultation with independent legal counsel. Acquiror shall have the earlier of (i) receiving notification that the SEC or its staff is not reviewing right to review the Proxy Statement before it is filed with the SEC. (b) The information supplied by Acquiror for inclusion in the Proxy Statement shall not, at the date the Proxy Statement (or (iiany supplement thereto) is first mailed by stockholders or at the conclusion time of the Stockholders' Meeting, contain any SEC untrue statement of a material fact or staff review omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Stockholders' Meeting any event or circumstance relating to Acquiror or any of its affiliates, or its or their respective officers or directors, should be discovered by Acquiror that should be set forth in a supplement to the Proxy Statement, Acquiror shall promptly inform the Company. (c) All information contained in the Proxy Statement (other than information provided by Acquiror for inclusion therein) shall not, at the date the Proxy Statement (or any supplement thereto) is first mailed to stockholders or at the time of the Stockholders' 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 the light of the circumstances under which they are made, not misleading. If at any time prior to the Stockholders' Meeting any event or circumstance relating to the Company or any of the Company Entities occursSubsidiaries, or if to its or their respective officers or directors, should be discovered by the Company becomes aware of any information, that causes any information provided by it for use should be set forth in a 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 Acquiror. All documents that the Company is responsible for filing with the SEC and, if appropriate, mail such amendment or supplement in connection with the 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 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 Exchange Act 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 Companyrules and regulations thereunder.

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 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 soon as practicable following the date execution of this Agreement, the Company shall prepare and file with the SEC the Proxy StatementStatement with respect to the Company Shareholders Meeting, and use its reasonable good faith efforts to have a Proxy Statement cleared by the SEC and mailed to the Company's shareholders. Holdings and Merger Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement. The Proxy Statement (i) shall contain (A) subject to the fiduciary duties of the Company Board, statements of the Company Board that it has (x) determined that this Agreement and Parent shallthe transactions contemplated hereby, or including the Merger, are fair to and in the best interests of the shareholders of the Company, (y) declared the Merger and this Agreement to be advisable and (z) recommended unanimously that the shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement and (B) the written opinion of U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ and (ii) shall cause their respective Affiliates to, prepare and, after consultation with each other, file comply as to form and content in all material respects with the SEC all Other Filings that are required to be filed by such party in connection with applicable provisions of the Transactions contemplated herebyfederal securities laws. The Company shall consult with Parent and provide Parent Holdings 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 (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 thereofthereof with the SEC, and the Company shall consider any such comments in good faith. The Company shall cause the Proxy Statement agrees 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 provide to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent Holdings and its counsel with a copy or a description of any comments received by which the Company or its counsel may receive from the staff of the SEC or its staff with respect to the Proxy Statement promptly after receipt thereof. Holdings and Merger Sub will promptly supply to the Company in writing, for inclusion in the Proxy Statement, all information concerning Holdings and Merger Sub required by law, rule or regulation to be included in the Proxy Statement. The Company, Holdings and Merger Sub agree to promptly correct any amendment information provided by any of them for use in the Proxy Statement which shall have become false or supplement theretomisleading in any respect, and shall respond the Company further agrees to take all steps reasonably necessary to cause such Proxy Statement as promptly so corrected to be filed with the SEC and disseminated to the Company's shareholders, in each case as practicable and to any such commentsthe extent required by the applicable provisions of the federal securities laws. The Company shall agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, and each of Holdings and Merger Sub agree to use its reasonable best efforts to have promptly provide the Company with any information necessary to respond promptly to any comments made by the Commission with respect to the Proxy Statement cleared and any preliminary version thereto or amendment thereof, filed by it, and each of the SEC as promptly as reasonably practicable after it is filed. The Company Company, Holdings and Merger Sub shall use reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as 's 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 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 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) 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 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 Commission. (ib) receiving notification The Parent and the Company will each ensure 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 inclusion 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 each amendment or supplement thereto, at the time of mailing thereof, at the time of the Company Stockholders’ Meeting and at the Effective Time, (i) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) will comply as to form in all material respects with the SEC and, if appropriate, mail such amendment or supplement provisions of the Exchange Act. If at any time prior to the stockholders Effective Time any event or circumstance relating to the Company or any of its Subsidiaries or Affiliates, or its or their respective officers or directors, should be discovered by the CompanyCompany that should be set forth in an amendment to the Proxy Statement, the Company will promptly inform the Parent thereof in writing. If at any time prior to the Effective Time, any event or circumstance relating to the Parent or Merger Sub occursany of its Subsidiaries or Affiliates, or if its respective officers or directors, should be discovered by the Parent becomes aware of any information, that causes any information provided by it for use should be set forth in an amendment to the Proxy Statement to have become false or misleading in any material respectStatement, then the Parent shall will 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 Companyin writing.

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, the Company shall prepare and file a proxy statement relating to the Company Stockholders' Meeting (as defined herein) (together with any amendments thereof or supplements thereto, 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 reasonable best efforts to cause the Proxy Statement to comply with Parent any requests of the SEC and provide Parent and its counsel to be mailed to the Company's stockholders as promptly as practicable after the Proxy Statement shall have been cleared by the SEC. No filing of, or amendment or supplement to, the Proxy Statement shall be made by the Company without providing Merge a reasonable opportunity to review and comment on the Proxy Statement and thereon, which comments shall be considered in good faith. The Company shall advise Merge, promptly after it receives notice thereof, of any amendments or supplements thereto (and to review and comment on any comments of request by the SEC or its staff on for amendment of the Proxy Statement or any amendments comments thereon and responses thereto 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. for additional information. (b) The Company shall cause the Proxy Statement to be mailed information supplied by Merge 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 inclusion in the Proxy Statement to have become false shall not, at (i) the time the Proxy Statement (or misleading in any material respect, then the Company shall promptly inform Parent amendment thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement thereto) is first mailed to the stockholders of the Company, and (ii) the time of the Company Stockholders' 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 not misleading. If at any time prior to the Closing any event or circumstance relating to Parent Merge or Merger Sub occursany of its Subsidiaries, or if Parent becomes aware of any informationtheir respective officers or directors, that causes any information provided should be discovered by it for use Merge which should be set forth in an amendment or a supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then Parent Merge shall promptly inform the Company thereof and and, to the Company shall promptly file extent required by applicable Law, an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC andand disseminated to stockholders of the Company. All documents that Merge is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The information supplied by the Company for inclusion in the Proxy Statement shall not, if appropriate, mail such at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, and (ii) the time of the Company Stockholders' 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 not misleading. If at any time prior to the Closing any event or circumstance relating to the Company or any of its Subsidiaries, 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, the Company shall promptly inform Merge, and, to the extent required by applicable Law, an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

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 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. 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 (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 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 as practicable following the date of this Agreement, the Company (a) Parent shall prepare and file with the SEC SEC, as promptly as practicable after the date of this Agreement (and will use reasonable best efforts to do so no later than thirty (30) days after the date of this Agreement), a preliminary Proxy Statement, Statement and each of the Company Parent and Parent Buyer shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, and file with the SEC all Other Filings that are other documents required to be filed by such party the Exchange Act in connection with the Transactions contemplated hereby. The Company Sale, and Buyer and Parent shall consult cooperate with each other in connection with the preparation of the Proxy Statement and any such other filings. (b) Subject to applicable Law, and notwithstanding anything in this Agreement to the contrary, prior to the filing of the preliminary Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to Parent and shareholders, or responding to any comments from the SEC with respect thereto, Parent shall provide Parent Buyer and its counsel with a reasonable opportunity to review and to comment on such document or response, which Parent shall consider in good faith and include in such filing, document or response any reasonable comments reasonably proposed by Buyer and its Representatives. Buyer shall furnish to Parent the information relating to it required by the Exchange Act to be set forth 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), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofStatement. 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 Parent shall promptly provide Parent and its counsel with a copy or a description notify Buyer upon the receipt of any comments received by the Company or its counsel from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Buyer with copies of (1) all material 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 and (2) all written comments with respect to the Proxy Statement or any amendment or supplement thereto, and received from the SEC. Parent shall respond use its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof, and Buyer shall cooperate to any provide responses to such SEC 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 Parent shall cause the Proxy Statement to be mailed to the CompanyParent’s stockholders shareholders 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. Parent and Seller agree that any material breach of their obligations under Section 5.02(a) or Section 5.02(b) shall be deemed to be a willful and material breach of this Agreement by Parent; provided that Buyer has provided to Parent written notice of such material breach within ten (10) Business Days of first becoming aware of such material breach and Parent and Seller fail to cure such breach by ten (10) Business Days after such notice is provided. (c) If at any event time prior to the Shareholders Meeting, any information relating to Parent or Buyer, or any of their respective Affiliates, is discovered by a Party, which information should be set forth in an amendment or supplement to the Company Entities occursProxy Statement, the Party that discovers such information shall promptly notify the other Party, and Parent shall prepare (with the assistance of Buyer) and mail to its shareholders such an amendment or if supplement, in each case, to the Company becomes aware of any information, that causes extent required by applicable Law. Parent and Buyer each agrees to promptly (1) correct any information provided by it specifically 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 respect and (2) supplement 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 specifically for use in the Proxy Statement to have include any information that shall become false necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. Parent further agrees to cause the Proxy Statement as so corrected or misleading in any material respect, then Parent shall supplemented promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement to be filed with the SEC andand to be disseminated to its shareholders of record as of the record date established for the Shareholders Meeting, if appropriatein each case, mail such amendment or supplement as and to the stockholders of the Companyextent required by applicable Law.

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 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. (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 (thereto, prior to its being filed with the SEC and shall give Parent and its counsel reasonable opportunity to review all responses to requests for additional information and comment on 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 SEC under this Section 5.1 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any comments event occurs which 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, in consultation with Parent, file with the SEC or its staff on and/or mail to stockholders of the Company, 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 Proxy Statement, Parent shall promptly inform the Company of such occurrence and shall provide the Company with the information necessary to enable the Company to comply with its obligations pursuant to this paragraph. (b) The Proxy Statement shall not, at the date 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 first mailed to stockholders of the Company’s stockholders as promptly as practicable after , at the earlier time of the Stockholders’ Meeting and at the Effective Time, (i) receiving notification that contain any statement which, at the SEC time and in light of the circumstances under which it was made, is false or its staff is not reviewing the Proxy Statement misleading with respect to any material fact, or (ii) omit to state any material fact necessary in order to make the conclusion statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any SEC or staff review of proxies, if any, for 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 Stockholders’ Meeting which shall have become false or misleading misleading. The Proxy Statement shall comply in any all material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement respects as to form with the SEC and, if appropriate, mail such amendment or supplement to the stockholders requirements 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 Exchange Act 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 Companyrules and regulations thereunder.

Proxy Statement. (a) As promptly soon as practicable following the date of this Agreement, the Company shall prepare and file with the SEC (subject to the prior review and approval of Parent, which approval shall not be unreasonably withheld) the Proxy Statement, and each of the . The Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation cooperate with each otherother in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, file with the SEC all Other Filings that are required prior 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 filing or mailing the Proxy Statement and (or, in each case, any amendments amendment or supplements thereto (and 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 reasonable opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by Parent. (b) If, at any time prior to the Effective Time, any information relating to the Company, Parent or Purchaser or any of their respective Affiliates should be discovered by the Company, Parent or Purchaser which should be set forth in an amendment or supplement to 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 so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to comply with all applicable rules and regulations state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the SEC and all circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties and, to the extent required by applicable Laws and Law, the Company shall directly disseminate an appropriate amendment thereof or indirectly incorporate supplement thereto describing such information to the fairness option referred to in Section 3.29 therein if requested by Parent. Company’s stockholders. (c) The Company and Parent shall use their reasonable best efforts, after consultation with the other party, to resolve all SEC comments with respect to the Proxy Statement as promptly provide as practicable after receipt thereof. Each of the Company and Parent and its counsel with a copy or a description shall as soon as reasonably practicable notify the other party of the receipt of any comments received by the Company from or its counsel from other correspondence with the SEC or its staff with respect to the Proxy Statement or and any request by the SEC for 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 or for additional information (and promptly deliver a copy of such comments, correspondence or request to the SEC as promptly as reasonably practicable after it is filedother party). The Company shall cause the Proxy Statement to be mailed to the Company’s its 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 Companypracticable.

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 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 will, as soon as practicable following the date of this AgreementAgreement and in any event within twenty (20) days, 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 will notify Parent promptly (and in any case no later than twenty-four (24) hours) of the receipt of any comments from the SEC or its commercially reasonable best efforts staff and of any request by the SEC or its staff for amendments or supplements to have the Proxy Statement cleared by 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 as or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Company Requisite Vote there shall 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 as reasonably practicable after prepare and mail to its stockholders such an amendment or supplement. The Parent and their counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filedfiled with the SEC and the Company shall give due consideration to all reasonable additions, deletions, or changes thereto suggested by ▇▇▇▇▇▇ and its counsel. The Company shall cause will (i) establish a record date, (ii) commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith and (iii) thereafter commence mailing the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after filing with the earlier of SEC, and, in any event, either (ia) 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 (iib) within three (3) Business Days of being informed by the conclusion SEC staff that it has no further comments on the document. Subject to the terms and conditions of any SEC or staff review of the Proxy Statement. If any event relating to any 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 will 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 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 (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 its 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 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 applicable requirements of the Exchange Act and the rules of the Nasdaq. (b) Unless this Agreement is earlier terminated pursuant to Article VIII, subject to the Company’s stockholders as promptly as practicable after the earlier terms 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 Section 6.2(b), the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use shall include 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 Board Recommendation (other than with the SEC and, if appropriate, mail such amendment or supplement 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 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. 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 after the date of this Agreement, but in any event no later than 10 business days following the Equity Syndication Period End Date, 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 herebySEC, in preliminary form, a proxy statement relating to the Company Members’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). 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 Parent. 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 (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 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 such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of Members. Parent shall provide the Company with such information for inclusion in the Proxy Statement as reasonably requested by the Company. If , and if any event relating to Parent any of Parent, Merger Sub, Sponsor or Merger Sub Guarantor 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 the Proxy Statement to have become false or misleading in any material respectStatement, then Parent shall promptly inform the Company thereof and thereof. The Company, commencing upon the Company shall promptly file an appropriate amendment or supplement submission to the SEC of the Proxy Statement in accordance with the SEC andfirst sentence of this Section 5.1, if appropriateshall use reasonable best efforts to, mail on a weekly basis, run a broker search for a deemed record date of 20 business days after the date of such amendment or supplement to the stockholders of the Companysearch.

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 (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 Contemplated Transactions. (b) Each of the Company’s stockholders as , Parent and ▇▇▇▇▇▇ Sub agrees to 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 specifically for use in the Proxy Statement if and to the extent that such information will have become false or misleading in any material respect, then respect and (ii) supplement 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 specifically for use in the Proxy Statement to have include any information that will become false necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or misleading in any material respect, then Parent shall supplemented promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement to be filed with the SEC and, if appropriate, mail such amendment or supplement and to be disseminated to the stockholders holders of Shares and the Companyholders of Company Stock Options and Company Equity Awards, in each case as and to the extent required by applicable Law.

Proxy Statement. As promptly as practicable following the date of this Agreement, the (a) The Company shall prepare and file with the SEC SEC, as promptly as reasonably possible following the date hereof, a proxy statement in preliminary form relating to the Company Stockholders Meeting (such proxy statement, including the letter to stockholders, notice of meeting, form of proxy and any amendment or supplement thereto, the “Proxy Statement”), and each of which Proxy Statement shall include, subject to Section 7.2(d), 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. Recommendation. (b) The Company shall consult with promptly notify Parent and provide Parent and its counsel a reasonable opportunity to review and comment on of the Proxy Statement and any amendments or supplements thereto (and to review and comment on any receipt of all comments of the SEC or its the 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 and of any request by the SEC or the staff of the SEC for any amendment or supplement thereto, thereto or for additional information and shall respond as promptly as practicable provide to Parent copies of all correspondence between the Company and/or any such commentsof its Representatives and the SEC or the staff of the SEC with respect to the Proxy Statement. The Company shall use its commercially reasonable best efforts (with the reasonable assistance of Parent) to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC or the staff of the SEC. Parent, Merger Sub and the Company shall use their respective reasonable best efforts to have the Proxy Statement cleared by the staff of the SEC as promptly soon as reasonably practicable possible after it is filedthe date hereof. Parent shall provide to the Company such information concerning Parent and Merger Sub as may be reasonably requested by the Company in connection with the Proxy Statement and shall otherwise reasonably assist and cooperate with the Company in the preparation of the Proxy Statement and resolution of comments referred to herein. The Company shall cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable reasonably possible 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. (c) Subject to applicable Law, notwithstanding anything to the contrary stated above, prior to filing or its staff is not reviewing mailing the Proxy Statement or filing any other required filings (iior, in each case, any amendment or supplement thereto) or responding to any comments of the conclusion of any SEC or the staff review of the Proxy Statement. If any event relating to any of the Company Entities occursSEC with respect thereto, 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 with a reasonable opportunity to review and comment on such document or response and shall promptly file an appropriate amendment in good faith consider for inclusion in such document 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 response comments reasonably proposed 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 practical after the date execution of this Agreement, Public Company, with the Company cooperation of Otic Pharma, shall prepare and file with the SEC the Proxy Statement, and each of the . Otic Pharma shall provide to Public Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC as promptly as reasonably practical all Other Filings that are information regarding Otic Pharma required to be filed by such party included in connection with the Transactions contemplated herebyProxy Statement. The Public 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 preliminary filing(s) of the Proxy Statement or any amendments or supplements thereto), and shall incorporate all use commercially reasonable comments and requests made by Parent, prior efforts to file the filing thereof. The Company shall cause definitive version of 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 practicable, and Public 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 SEC has completed its review of the preliminary filing of the Proxy Statement (i) receiving notification that or once 10 days after the initial filing of the preliminary Proxy Statement, if the SEC will not review the Proxy Statement). Public Company shall notify Otic Pharma promptly upon the receipt of any comments from the SEC or its staff is not reviewing and of any request by the SEC or its staff for amendments to the Proxy Statement or (iiany filing pursuant to Section 6.2(b) the conclusion or for additional information and shall supply Otic Pharma with copies of any SEC all correspondence between Public Company or staff review of the Proxy Statement. If any event relating to any of its representatives, on the Company Entities occursone hand, and the SEC, or if its staff, on the Company becomes aware of any informationother hand, that causes any information provided by it for use in with respect to the Proxy Statement or any filing pursuant to have become false or misleading in any material respect, then the Section 6.2(b). Public Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC and, if appropriate, mail such 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 Otic Pharma shall become aware of the occurrence of any event 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 occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement or any filing pursuant to have become false Section 6.2(b), Public Company or misleading in any material respectOtic Pharma, then Parent as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Public Company thereof and the Otic Pharma, such amendment or supplement. (b) Public Company shall promptly file an appropriate amendment or supplement make all necessary filings required of Public Company with the SEC and, if appropriate, mail such amendment or supplement respect to the stockholders of Transaction under the CompanySecurities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

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 NASDAQ. (b) Unless this Agreement is earlier terminated pursuant to Article VII hereof, and all other applicable Laws and shall directly or indirectly incorporate subject to the fairness option referred to in terms of Section 3.29 therein if requested by Parent. The 5.4(a) hereof, the Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by include in the Proxy Statement the Company or its counsel from the SEC or its staff Board Recommendation (other than 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 CompanyOffer).

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 any other regulatory authority, and/or mailing to stockholders of Public Company and Private Company, such amendment or supplement. (iib) the conclusion Each of any SEC or staff review of Public Company and Private Company shall promptly make all filings (other than the Proxy Statement. If any event relating ) that it 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 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 make with the SEC and, if appropriate, mail such amendment or supplement respect to the stockholders of Transaction under the Company. If any event relating to Parent or Merger Sub occursSecurities Act, or if Parent becomes aware of any informationthe Exchange Act, 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 applicable state blue sky laws 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 Companyrules and regulations thereunder.

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 applicable requirements of the Exchange Act and the rules of the Nasdaq Stock Market. (b) Unless this Agreement is earlier terminated pursuant to Article IX, subject to the Company’s stockholders as promptly as practicable after the earlier terms 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 Section 7.2(b), the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use shall include 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 Board Recommendation (other than with the SEC and, if appropriate, mail such amendment or supplement 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 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 practicable following the date of this Agreementhereof, the Company shall prepare and file the Proxy Statement with the SEC and in any event not later than 30 days after the date hereof. Subject to Section 6.4(b), the Proxy Statement shall include the recommendation of the Company Board in favor of approval and adoption of the Articles of Amendment, this Agreement and the Transactions. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company Shareholders, as promptly as practicable after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement, and each . (b) Each of the Company and Parent shall, or shall cause provide the other parties and their respective Affiliates tocounsel with (i) any comments or other communications, prepare andwhether written or oral, 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 may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after receipt of those comments or any other communications and (ii) a reasonable opportunity to participate in the response to those comments. (c) No amendment or supplement theretoto the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by the Company that are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to Parent or its business, financial condition or results of operations; and shall respond as promptly as practicable provided, further, that the Company, in connection with an Adverse Recommendation Change, may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to any an amendment or supplement to the Proxy Statement (including by incorporation by reference) to the extent it contains (i) an Adverse Recommendation Change, (ii) a statement of the reasons of the Company Board for making such commentsAdverse Recommendation Change and (iii) additional information reasonably related to the foregoing. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared will advise Parent, promptly after it receives notice thereof, of any request 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 for amendment of the Proxy Statement. If If, at any event time prior to the Effective Time, Parent or the Company discovers any information relating to any party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Proxy Statement, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the Company Entities occurscircumstances under which they were made, or if not misleading, the Company becomes aware of any information, party that causes any discovers that 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 that 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 law or regulation, 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 CompanyShareholders.

Proxy Statement. As promptly as practicable following after the date execution of this Agreement, the Company Seller shall prepare and file with the SEC a proxy statement relating to the meeting of the Seller's stockholders to be held in connection with the Bexil Sale (together with any amendments thereof or supplements thereto, the "Proxy Statement"). In addition, the Seller shall prepare 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 any Other Filings that are as and when required to be filed or requested by such party in connection with the Transactions contemplated herebySEC. The Company shall consult with Parent and provide Parent and its counsel a Seller will 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 made 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 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 any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentsOther Filings. 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 As promptly as practicable after the earlier clearance of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) by the conclusion of any SEC or staff review of SEC, 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 Seller shall mail the Proxy Statement to have become false its stockholders. The Proxy Statement shall (subject to the last sentence of Section 5.3(c) hereof) include the Board Recommendation. The Seller shall permit Buyer Parties to review the Proxy Statement, and any supplements or misleading in amendments thereto, and Seller shall give reasonable consideration to any material respectcomments thereto made by Buyer Parties or their counsel, then prior to mailing the Company shall promptly inform Parent thereof Proxy Statement and shall promptly file an appropriate amendment any supplements or supplement with the SEC andamendments thereto, if appropriate, mail such amendment or supplement to the stockholders of the CompanySeller; provided that Buyer Parties review such documents in as expeditious a manner as practicably possible. If at any time prior to Closing, any event or circumstance relating to Parent or Merger Sub occursthe Seller, or if Parent becomes aware of any informationits respective officers or directors, that causes any information provided should be discovered by it for use the Seller which should be set forth in an amendment or a supplement to the Proxy Statement to have become false or misleading in any material respectOther Filing, then Parent the Seller shall promptly inform notify Buyer Parties in writing and file such amendment. All documents that the Company thereof and the Company shall promptly file an appropriate amendment or supplement Seller 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 CompanyExchange Act, the rules and regulations thereunder and all other applicable Laws.

Proxy Statement. As promptly soon as reasonably practicable following after the date of this Agreementhereof, the Company shall prepare and file with the SEC the Company Proxy Statement, file such proxy statement and such other reports, schedules or other information (including without limitation Schedule 13E-3 under the Exchange Act) as may be required with the SEC, respond to comments of the staff of the SEC, if any, file the definitive proxy statement as soon as practicable, and promptly thereafter mail such proxy statement to all holders of record (as of the applicable record date) of Existing Shares. The Company and Recap shall cooperate reasonably with each other in the preparation of the proxy statement and such other materials. Recap shall provide the Company and Parent shall, any of its Affiliates with any information for inclusion in the Company Proxy Statement or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are any other filings required to be filed made by such party the Company or any of its Affiliates with any Governmental Entity in connection with the Transactions transactions contemplated herebyby this Agreement which may be required under applicable law and which is reasonably requested by the Company or any of its Affiliates. The Company agrees that Recap shall consult with Parent and provide Parent and its counsel a be given reasonable opportunity to review and comment on the Proxy Statement proxy statement and any amendments or supplements thereto (such other materials and to review approve the proxy statement and comment on any such other materials prior to its filing (which approval will not be unreasonably withheld) and thereafter to participate in discussions concerning the comments of the SEC or its staff on the Proxy Statement or any amendments or supplements theretoand to approve all responses thereto (which approval will not be unreasonably withheld), 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 notify Recap of the receipt of the comments of the SEC and its counsel with a copy or a description of any comments received by request from the SEC for amendments or supplements to the Company Proxy Statement or for additional information, and will promptly supply Recap with copies of all correspondence between the Company 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 Company Proxy Statement or the Merger. If at any time prior to the Special Meeting any event should occur which is required by applicable law to be set forth in an amendment of, or a supplement to, the Company Proxy Statement, the Company will promptly inform Recap. In such case, the Company, with the cooperation of Recap, will, upon earning of such event, promptly prepare and mail such amendment or supplement; provided, that prior to such mailing, the Company shall consult with Recap with respect to such amendment or supplement and shall afford Recap reasonable opportunity to comment thereon. The Company will notify Recap at least 24 hours prior to the mailing of the Company 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 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 and (B) otherwise comply with all Laws applicable to the Seller Shareholders Meeting. (b) Seller and Purchaser shall each promptly inform make all necessary filings with respect to the Company thereof Contemplated Transactions under the Exchange Act, applicable state blue sky laws and the Company rules and regulations thereunder, and each party shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement furnish to the stockholders of other party all information concerning the Companyother party as may be reasonably requested in connection with any such actions.

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. 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. (a) As promptly as practicable following after the date execution of this Agreement, the Company shall prepare, and as promptly as practicable after the No-Shop Period Start Date, the Company shall 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, the Company shall prepare and file with the SEC SEC, any Other Filings as and when required or requested by the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare andSEC. The Company, after consultation with each otherParent, file with will use all reasonable 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 or and any amendment or supplement theretoOther Filings. Parent shall furnish all information concerning it, its Affiliates and shall respond the holders of its capital stock as promptly as practicable to any the Company 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 filedand any Other Filings. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as 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 Section 6.6(f) receiving notification and Section 6.6(g) hereof) include the recommendation of the Board that adoption of the Merger Agreement by the Company’s stockholders is advisable and that the SEC Board has determined that the Merger and the Exchange Consideration are fair and in the best interests of the Company’s stockholders. (b) Subject to Section 6.6(f) and Section 6.6(g) 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 6.8 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 Statement. Statement or any Other Filings or comments thereon and responses thereto or requests by the SEC for additional information. (c) If at any time prior to the Effective Time, any event or circumstance relating to any of the Company Entities occursParent, or if the Company becomes aware of any informationits 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. (d) 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 shall 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 Unless the Board of Directors (or a duly authorized committee thereof) has made a Change of Recommendation, as promptly as reasonably practicable following after the date hereof, assuming timely performance by Parent and Merger Sub of their obligations under this AgreementSection 6.2, 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, and file with the SEC all Other Filings that are other documents required to be filed by such party the Exchange Act in connection with the Transactions Merger and the other transactions contemplated hereby. The Company shall consult with , and Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Company will cooperate with each other with the preparation of the Proxy Statement and any amendments or supplements thereto (and such other filings; provided that in no event shall the Company be required to review and comment on any comments of file with 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 thereofNo-Shop Period Start Date. The Each of Parent and Merger Sub will, as promptly as possible, furnish to 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 promulgated thereunder to be set forth in the Proxy Statement. Unless the Board of Directors (or a duly authorized committee thereof) has made a Change of Recommendation, 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 use its counsel with a copy or a description of any reasonable best efforts to resolve all SEC 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 theretopromptly after receipt thereof. Each of Parent, Merger Sub 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 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 and the Company and Parent shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement cooperate in the prompt filing with the SEC and, if appropriate, mail such amendment or supplement and dissemination to the stockholders of the Company. If Company of any event relating to Parent or Merger Sub occursnecessary amendment of, or if Parent becomes aware of any informationsupplement to, 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 the extent required by applicable Law. The Company shall promptly inform notify Parent and Merger Sub of the Company thereof 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 and shall promptly provide to the Parent copies of all written correspondence with the SEC with respect to the Proxy Statement or the transactions contemplated hereby. Subject to applicable Law, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall promptly file an appropriate amendment (unless and until a Change of Recommendation has occurred or in connection with the matters described in Section 6.1) provide Parent with a reasonable opportunity to review and to propose reasonable comments on such document or response and shall consider in good faith comments reasonably proposed by Parent; provided, however, that the Company may amend or supplement the Proxy Statement without the review or comment of Parent in the event of a Change of Recommendation. The Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable, provided, that the Company shall not be required to mail the Proxy Statement prior to the date that is ten (10) Business Days after the later of (i) the date the SEC staff confirms that it has no further comments thereon or that it will not review the Proxy Statement and (ii) the No-Shop Period Start Date. All documents that the Company is responsible for filing with the SEC and, if appropriate, mail such amendment or supplement in connection with the Merger will comply as to form and substance in all material respects with the stockholders applicable requirements of the CompanyExchange Act.

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. (a) As promptly as practicable after, but not more than five (5) business days following the date execution of this AgreementAgreement (assuming reasonable cooperation from Company and its agents), the Company Parent shall prepare and file with the SEC a preliminary proxy statement relating to the meeting of the Parent’s shareholders (the “Parent Shareholder’ Meeting”) to be held to consider, among other things, obtaining the Requisite Shareholder Approval (defined below), to be sent to such shareholders (such proxy statement, as amended or supplemented and including the Definitive Proxy Statement, being referred to herein as the “Proxy Statement”). The Company shall furnish all information concerning the Company as Parent may reasonably request in connection with such actions and the preparation of the Proxy Statement. (b) The Parent Board or any committee thereof shall not withdraw or modify, in a manner adverse to the Company, the approval or recommendation by the Parent Board or any committee thereof of this Agreement, the Merger or any other transaction contemplated hereby. (c) The Company represents that the information supplied by the Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of the Parent, (ii) the time of the Parent Shareholder’ Meeting and (iii) the Effective Time, contain any untrue statement of a material fact or fail 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. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or its 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, 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 inform Parent. (d) Parent and its counsel with a copy or a description of shall use commercially reasonable efforts to respond as promptly as reasonably practicable to 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 commentsStatement. The Company Parent 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 CompanyParent’s stockholders shareholders as promptly as practicable after practicable. No filing of, or amendment or supplement to, the earlier Proxy Statement will be made by the Parent without providing the Company and its counsel the reasonable opportunity to review and comment thereon and giving due consideration to any such comments. Parent shall promptly notify the Company and Equityholder Representative of (i) receiving notification that the receipt of any comments from the SEC or its staff is not reviewing and any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply the Company and Equityholder Representative with copies of all correspondence between Parent 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. Subject to the representations and warranties of the SFC Equityholders set forth in Articles III and IV and clause (c), above, being true, correct and complete in all material respects, Parent represents that the information supplied by Parent for inclusion in the Proxy Statement (but not information prepared based on information supplied by Company) shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of the Parent, (ii) the conclusion of any SEC or staff review time of the Proxy StatementParent Shareholder’ Meeting and (iii) the Effective Time, contain any untrue statement of a material fact or fail 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. If 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 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 circumstance relating to Parent or Merger Sub occursSub, or if their respective officers or directors, should be discovered by Parent becomes aware of any information, that causes any information provided by it for use which should be set forth in an amendment or a supplement to the Proxy Statement to have become false or misleading in any material respectStatement, 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 CompanyEquityholder Representative.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreementhereof, the Company shall, with the assistance of Parent, prepare, and the Company shall prepare and file with the SEC SEC, a proxy statement relating to the Proxy Statement, and each adoption of this Agreement by the stockholders of the Company (as amended or supplemented from time to time, the “Proxy Statement”). Parent and Parent shall, or the Company 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 one another 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 (Parent shall furnish all information concerning Parent and to review and comment on any comments Merger Sub as the Company may reasonably request in connection with the preparation of the SEC or its staff on Proxy Statement. Parent and 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 each 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 will use commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders of the Company as promptly as reasonably practicable after the earlier Proxy Statement is cleared by the SEC. (b) Each of Parent and the Company shall as promptly as reasonably practicable notify the other of (i) receiving notification that the receipt of any comments from the SEC and all other written correspondence and oral communications with the SEC relating to the Proxy Statement and (ii) any request by the SEC for any amendment or its staff is not reviewing supplement to the Proxy Statement or (ii) for additional information with respect thereto. All filings by the conclusion of any Company with the SEC or staff review of and all mailings to the Proxy Statement. If any event relating to any stockholders of the Company Entities occursin connection with the Merger and the other transactions contemplated hereby, or if the Company becomes aware of any information, that causes any information provided by it for use in including the Proxy Statement and any amendment or supplement thereto, shall be subject to have become false the reasonable prior review and comment of Parent; provided that the Company will no longer be required to comply with the foregoing if there has occurred any Adverse Recommendation Change. All filings by Parent with the SEC in connection with the transactions contemplated hereby shall be subject to the reasonable prior review and comment of the Company; provided that Parent will no longer be required to comply with the foregoing if there has occurred any Adverse Recommendation Change. (c) If at any time prior to the Effective Time any information relating to the Company, Parent or misleading Merger Sub, or any of their respective Affiliates, directors or officers, is discovered by the Company, Parent or Merger Sub, 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 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 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 Applicable 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 of the Company.

Proxy Statement. As (a) The Company shall (i) as promptly as reasonably practicable following after the date of this Agreement, the Company shall prepare and file with the SEC a proxy statement relating to the Company Stockholders' 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 stockholders as promptly as reasonably practicable such Proxy Statement, and (v) to the extent required by applicable Law, as promptly as reasonably practicable, file and mail to the Company stockholders 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 on any response to such comments or requests prior to responding to any such comments or request, and shall provide Parent 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 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), and shall incorporate all reasonable comments and requests made by Parent, prior to filing the filing thereof. same with the SEC. (b) The Company and Parent shall cause cooperate to (i) concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the "Schedule 13E-3") relating to comply the transactions contemplated by this Agreement, and furnish to each other all information concerning such party as may be reasonably requested in connection with all applicable rules and regulations the preparation 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 theretoSchedule 13E-3, and shall (ii) respond as promptly as reasonably practicable to any such comments. The Company shall use its commercially reasonable best efforts to have comments received from the Proxy Statement cleared by staff of the SEC with respect to such filings and will consult with each other prior to providing such response, (iii) as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement consulting with each other, prepare and file any amendments or supplements necessary to be mailed filed in response to any such comments, (iv) use reasonable best efforts to have cleared by the SEC the Schedule 13E-3 and (v) to the Company’s stockholders extent required by applicable Law, as promptly as practicable after reasonably practicable, prepare and file any supplement or amendment to the earlier of Schedule 13E-3. (ic) receiving notification that If, at any time prior to the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of Company Stockholders' Meeting any SEC or staff review of the Proxy Statement. If any event information relating to the Company or Parent or any of their respective Affiliates should be discovered by the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use Parent which should 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 Proxy Statement or Schedule 13E-3, as applicable, so that the Proxy Statement or Schedule 13E-3, as applicable, 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 party and, to the extent required by applicable Law, the Company (or the Company and Parent jointly, in the case of the Schedule 13E-E) shall disseminate an appropriate amendment thereof or supplement thereto describing such information to the Company. If any event relating 's stockholders. (d) Subject to Parent or Merger Sub occursSection 5.4, or if Parent becomes aware of any information, that causes any information provided by it for use the Company Recommendation shall be included 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 CompanySchedule 13E-3.

Proxy Statement. As promptly as practicable following (a) If approval or action in respect of the date Merger by the stockholders of this Agreementthe Company is required by applicable law, the Company shall prepare and file with the SEC Commission the Company Proxy Statement. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of 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 As promptly as practicable after the earlier purchase of Shares by Merger Subsidiary pursuant to the Offer, the Company shall mail the Proxy Statement to its stockholders. The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of the Merger, unless otherwise required by the applicable fiduciary duties of the directors of the Company, as determined by such directors in good faith after consultation with independent legal counsel. No modification or withdrawal of such recommendation shall relieve the Company of its obligation to submit this Agreement and the transactions contemplated hereby to its stockholders in accordance with applicable law. No amendment or supplement to the Proxy Statement will be made by Parent or the Company without the approval of the other party (i) receiving notification that which approval shall not be unreasonably withheld or delayed). Parent and the SEC or its staff is not reviewing Company each will advise the other, promptly after it receives notice thereof, of any request by the Commission for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the Commission for additional information. (iib) 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 The information provided supplied by it Parent for use inclusion in the Proxy Statement to have become false shall not, at, (i) the time the Proxy Statement (or misleading in any material respect, then the Company shall promptly inform Parent amendment thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement thereto) is first mailed to the stockholders of the Company, (ii) the time of the Company Meeting (as defined below), and (iii) the Effective Time, 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 the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Parent or Merger Sub occursany of its Subsidiaries, or if their respective officers or directors, should be discovered by Parent becomes aware of any information, that causes any information provided by it for use which should be set forth in an amendment or a supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then Parent shall promptly inform the Company. All documents that the Company thereof is responsible for filing with the Commission in connection with the transactions contemplated herein will comply as to form and substance in all material aspects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The information supplied by the Company for inclusion in the Proxy Statement shall promptly file an appropriate not, at (i) the time the Proxy Statement (or any amendment thereof or supplement with the SEC and, if appropriate, mail such amendment or supplement thereto) is first mailed to the stockholders of the Company, (ii) the time of the Company Meeting, and (iii) the Effective Time, 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 the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Subsidiaries, 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, the Company shall promptly inform Parent. All documents that Parent is responsible for filing with the Commission in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

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 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 supplement. (b) Unless there is a Change of Recommendation in accordance with Section 6.1(c), the Company shall include in the Proxy Statement that the Board of Directors of the Company (x) has approved, and declared advisable this Agreement, (y) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholders and (z) is recommending that the stockholders of the Company. If any event relating to Parent or Merger Sub occursCompany adopt this Agreement at such meeting (such recommendation described in this clause (z), 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“Recommendation”).

Proxy Statement. As In connection with the Stockholders’ Meeting, the Company shall (a) as promptly as reasonably practicable prepare the Proxy Statement and file the Proxy Statement with the SEC as promptly as reasonably practicable and in any event within twenty (20) business days following the date of this Agreement, the Company shall prepare in form and file with the SEC the Proxy Statement, and substance reasonably satisfactory to each of the Company and Parent shallParent, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with (b) respond as promptly as reasonably practicable to any comments received from the SEC all Other Filings that are required with respect to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with filings, (c) as promptly as reasonably practicable prepare and file (after Parent and provide Parent and its counsel Purchaser have had a reasonable opportunity to review and comment on) any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law, (d) use its reasonable best efforts to have the SEC confirm that it has no further comments on the Company Proxy Statement and will thereafter mail to its stockholders as promptly as reasonably practicable the Proxy Statement and all other customary proxy or other materials for meetings such as the Stockholders’ Meeting, (e) to the extent required by applicable Law, as promptly as reasonably practicable prepare, file and distribute to the Company stockholders any amendments supplement or supplements thereto amendment to the Proxy Statement if any event shall occur which requires such action at any time prior to the Stockholders’ Meeting, and (f) otherwise use reasonable best efforts to comply with all requirements of Law applicable to the Stockholders’ Meeting and the Merger. Subject to review Section 7.5, the Proxy Statement shall reflect the Company Board Recommendation and comment on shall include a description of the other Board actions. The Company shall also include in the Proxy Statement, and represents that it has obtained all necessary consents of the Company’s financial advisors to permit the Company to include in the Proxy Statement, in its entirety, the fairness opinion described in Section 4.30, together with a summary thereof. Parent, 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 or its staff on 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 copies of all correspondence and summaries of all oral exchanges between the Company 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 representative of the SEC Company 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 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 opportunity to review the Proxy Statement or any amendment or supplement Statement, including all amendments and supplements thereto, prior to its being filed with the SEC, and shall respond as promptly as practicable give Parent and its counsel the opportunity to any such commentsreview all responses to requests for additional information and replies to comments (including giving due consideration to the reasonable additions, deletions or changes suggested thereto by Parent and its counsel) prior to their being filed with, or sent to, the SEC. The Company shall Each of the Company, Parent and Purchaser agrees to 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 filed. The Company shall 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 Company Shares entitled to vote at the Stockholders’ Meeting at the earliest practicable after time. If, at any time prior to the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of Effective Time, any SEC or staff review of the Proxy Statement. If any event information relating to the Company, Parent or Purchaser or any of their respective affiliates should be discovered by the Company Entities occursCompany, Parent or if the Company becomes aware of any information, that causes any information provided by it for use Purchaser which should 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 the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, Proxy Statement 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 Parent in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly inform notify the Company thereof and other parties and, to the extent required by applicable Law, the Company shall promptly file disseminate an appropriate amendment thereof or supplement with the SEC and, if appropriate, mail thereto describing such amendment or supplement information to the stockholders of the Company’s stockholders.

Proxy Statement. (a) As promptly as practicable following practicable, and in no event later than forty-five (45) Business Days after the date of this AgreementEffective Date, the Company shall prepare and file with the SEC a draft of the Proxy Statement, and each of Statement relating 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 in connection with the Transactions contemplated herebyStockholder Meeting. The Company shall consult provide the Purchaser with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on such draft, and once such draft is in a form reasonably acceptable to each of the Parties, the Company shall file the Proxy Statement and any amendments or supplements thereto (and with the SEC in preliminary form. The Proxy Statement will comply as to review and comment on any comments form in all material respects with the provisions of the SEC or its staff on Exchange Act and 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 promulgated by 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. thereunder. (b) The Company shall use its commercially reasonable best efforts to have (i) respond to any comments on the Proxy Statement cleared by or requests for additional information from the SEC as promptly soon as reasonably practicable after it is filed. The Company shall receipt of any such comments or requests, and (ii) cause the Proxy Statement to be mailed to the Company’s stockholders Stockholders as promptly as practicable after the earlier date of this Agreement. The Company shall promptly (iA) receiving notification that notify the Purchaser upon the receipt of any such comments or requests and (B) provide the Purchaser and its Representatives with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and its staff, on the other hand. If at any time prior to the Company Stockholders Meeting, any information relating to the Company, the Purchaser, or any of its staff is not reviewing Affiliates or Representatives should be discovered by the Company or Purchaser which 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 (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, that causes any Party which 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 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 Law, mail such disseminated to the Stockholders. Notwithstanding the foregoing, prior to responding to any comments or requests of the SEC or the filing or mailing of the Proxy Statement (or any amendment or supplement thereto), the Company (x) shall provide the Purchaser and its Representatives with a reasonable opportunity to the stockholders review and comment on any drafts of the Company. If any event relating to Parent Proxy Statement and related correspondence and filings and (y) shall include in such drafts, correspondence, and filings all comments reasonably proposed by or Merger Sub occurson behalf of the Purchaser. (c) The Proxy Statement shall include the Board Recommendation unless the Board of Directors has withdrawn, modified, or if Parent becomes aware amended the Board Recommendation in accordance with Section 6.6. None of any information, that causes any the information provided supplied or to be supplied by it or on behalf of the Company for use inclusion or incorporation by reference in the Proxy Statement will, at the time the Proxy Statement is mailed to have become false the Stockholders of the Company or misleading in at the time of the Stockholders meeting, contain any untrue statement of a material fact or omit to state any material respectfact required to be stated therein or necessary in order to make the statements therein, then Parent shall promptly inform in the Company thereof light of the circumstances under which they are made, not misleading, except for the statements or omissions based on information provided by the Purchaser or its Representatives. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the Company shall promptly file an appropriate amendment or supplement with rules and regulations promulgated by the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companythereunder.

Proxy Statement. (a) As promptly as practicable following after the date of this Agreement, the Company Parent shall prepare and file cause to be filed with the SEC a preliminary proxy statement together with a form of proxy (collectively, the "Proxy Statement, ") and each of any other documents required by the Company and Parent shall, Securities Act 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 Exchange Act in connection with the Transactions contemplated herebyMerger with respect to the Parent Shareholders' Meeting at which the shareholders of Parent will be asked to vote upon and approve this Agreement, the Merger and an amendment to Parent's Articles of Organization increasing the authorized shares of Parent Common Stock. The Company Parent shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on cause the Proxy Statement to comply with the rules and any amendments or supplements thereto (and regulations promulgated by the SEC, respond promptly to review and comment on any comments of the SEC or its staff on and use all commercially reasonable efforts to have the Proxy Statement or any amendments or supplements thereto), cleared by the SEC under the Exchange Act as promptly as practicable after such filing and shall incorporate all reasonable comments promptly thereafter file the definitive Proxy Statement with the SEC and requests made by Parent, prior to mail the filing thereof. The Company shall cause the definitive Proxy Statement to comply with all applicable rules and regulations the shareholders 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 furnish to Parent all information concerning the Company and its counsel shareholders as may be required or reasonably requested in connection with a copy or a description the preparation of the Proxy Statement. Parent shall (i) notify the Company promptly of the receipt of any comments received from the SEC or its staff and of any request by the Company SEC or its counsel from staff for amendments or supplements to the Proxy Statement or for additional information and (ii) shall promptly supply the Company with copies of all written correspondence with the SEC or its staff with respect to the Proxy Statement or Statement. Parent shall not file 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 which the Company shall have reasonably objected. Whenever any event occurs that should be mailed set forth in an amendment or supplement to the Proxy Statement, Parent or the Company’s stockholders , as the case may be, shall promptly as practicable after inform the earlier other of (i) receiving notification that such occurrence and shall cooperate in filing with 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 occursstaff, 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 mailing to stockholders of Parent, such amendment or supplement supplement. (b) Prior to the stockholders Effective Date, Parent shall make all required filings with state regulatory authorities and the NASD, and shall ensure that the Merger Shares will be qualified under the securities or "blue sky" law of every jurisdiction of the Company. If United States in which any event relating to Parent or Merger Sub occurs, or if Parent becomes aware registered shareholder 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 has an address of record on the record date for determining the shareholders entitled to notice of and to vote on 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. (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. (a) As promptly as practicable following after the date execution of this Agreement, the Company shall prepare and file a proxy statement relating to the Company Stockholders’ Meeting (as defined herein) (together with any amendments thereof or supplements thereto, 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 best efforts 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 any requests 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 Proxy Statement shall have been cleared by the SEC. No filing of, or amendment or supplement to, the Proxy Statement shall be made by the Company without providing Merge a reasonable opportunity to review and comment thereon, which comments shall be considered in good faith. The Company shall advise Merge, promptly after 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 comments thereon and responses thereto or requests by the SEC for additional information. (iib) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating The information supplied by Merge 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 inclusion in the Proxy Statement to have become false shall not, at (i) the time the Proxy Statement (or misleading in any material respect, then the Company shall promptly inform Parent amendment thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement thereto) is first mailed to the stockholders of the Company, and (ii) the time of the Company Stockholders’ 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 not misleading. If at any time prior to the Closing any event or circumstance relating to Parent Merge or Merger Sub occursany of its Subsidiaries, or if Parent becomes aware of any informationtheir respective officers or directors, that causes any information provided should be discovered by it for use Merge which should be set forth in an amendment or a supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then Parent Merge shall promptly inform the Company thereof and and, to the Company shall promptly file extent required by applicable Law, an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC andand disseminated to stockholders of the Company. All documents that Merge is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The information supplied by the Company for inclusion in the Proxy Statement shall not, if appropriate, mail such at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, and (ii) the time of the Company Stockholders’ 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 not misleading. If at any time prior to the Closing any event or circumstance relating to the Company or any of its Subsidiaries, 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, the Company shall promptly inform Merge, and, to the extent required by applicable Law, an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

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. (a) As promptly as practicable following the date after execution of this Agreement, Parent and the Company shall prepare in consultation with each other prepare, and the Company shall file with the SEC SEC, preliminary proxy materials which shall constitute the Proxy Statement, . As promptly as practicable after comments are received from the SEC thereon and each of after the furnishing by the Company and Parent of all information required to be contained therein, Parent and the Company shall, or shall cause their respective Affiliates to, prepare and, after in consultation with each other, prepare and the Company shall file any required amendments to, and the definitive, 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 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 consult with Parent regarding, and 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. Without limiting the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and its counsel with a reasonable opportunity to review and comment on such document or response. Each of the Proxy Statement Company, Parent and any amendments or supplements thereto (and Merger Sub agrees to review and comment on any use commercially reasonable best efforts, after consultation with the other Parties hereto, to respond promptly to all such 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 holders of Company Stock entitled to vote at the Company Stockholders Meeting at the earliest practicable time. (b) The Company and Parent shall make any necessary filings with respect to the Merger under the Exchange Act and the rules and regulations thereunder. The Company or Parent, as the case may be, shall notify the other party promptly as practicable after of the earlier receipt of (i) receiving notification that any comments from the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion and of any request by the SEC or its staff review for amendments or supplements to any such filing and shall consult with the other party regarding, and supply the other 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 such filing. Without limiting the foregoing, prior to filing or mailing of any such filing (or any amendment or supplement thereto) or responding to any comments of the Proxy StatementSEC with respect thereto, the Company or Parent, as the case may be, shall provide the other party with a reasonable opportunity to review and comment on such document or response. If any event relating to any Each of the Company Entities occursand Parent, or if as the Company becomes aware of any informationcase may be, that causes any information provided by it for agrees to use in the Proxy Statement to have become false or misleading in any material respectreasonable best efforts, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement after consultation with the SEC andother Parties hereto, if appropriate, mail to respond promptly to all such amendment or supplement to comments of and requests by 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. (a) As promptly as practicable following the date of this Agreement, the Company shall prepare and shall file with the SEC a document that will constitute the proxy statement with respect to the Merger relating to the Company Stockholders’ Meeting (together with any amendments thereto, the “Proxy Statement”). Copies of the Proxy Statement shall be provided to the Nasdaq National Market in accordance with its rules. Each of the Parties shall use all reasonable efforts to cause the Proxy Statement to be approved or otherwise cleared by the SEC as practicable after the date hereof. Parent or the Company, as the case may be, shall furnish all information concerning Parent or the Company as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement. The Company shall promptly notify Parent of the receipt of any comments from the SEC or its staff on the Proxy Statement and of any request from the SEC or its staff for amendments or supplements thereto or for additional information and shall provide to each other promptly copies of all correspondence between Parent, the Company or any of their representatives and advisors and the SEC or its staff. As promptly as practicable after the eProxy Statement has been approved or otherwise cleared by the SEC, it shall be mailed to the stockholders of the Company. The Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act, the Securities Act, and the rules and regulations of the Nasdaq National Market. (b) The Company and Parent shall cooperate in connection with the preparation of the Proxy Statement, including by giving (i) each other and each of the Company and Parent shall, or shall cause their respective Affiliates tocounsel a reasonable opportunity to review and comment on the Proxy Statement, prepare and, after consultation with each other, file time before such document (or any amendment thereto) is filed with the SEC all Other Filings that are required SEC, (ii) reasonable and good faith consideration to be filed any comments made by the other and its counsel, (iii) promptly to the other party and its counsel any comments or other communications, whether written or oral, such party or its counsel may receive from time to time from the SEC with respect to the Proxy Statement, (iv) a reasonable opportunity to participate in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent response to those comments by giving (A) the other party and its counsel a reasonable opportunity to review and comment on the SEC comments and proposed response, (B) reasonable and good faith consideration to any comments made by the other party and its counsel, and (C) the opportunity to participate in any discussions or meetings with the SEC. (c) The Proxy Statement shall include with respect to the Company and its stockholders, the approval of the Merger and the recommendation of the Board of Directors of the Company to the Company’s stockholders that they vote in favor of approval of this Agreement and the Merger, subject to the Company’s rights under Sections 5.2 and 6.2(e). (d) No amendment or supplement to the Proxy Statement shall be made without the approval of Parent and the Company, which approval shall not be unreasonably withheld or delayed. Each of the parties hereto shall advise the other parties hereto, promptly after it receives notice thereof, of the time when the Proxy Statement has approved or otherwise cleared by the SEC or any supplement or amendment has been filed or of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (e) None of the information supplied by the Company for inclusion or incorporation by reference in the Proxy Statement shall, at the time filed with the SEC or other regulatory agency and, in addition, at the date it or any amendments or supplements thereto (and are mailed to review and comment on any comments stockholders of the SEC Company, at the time of the Company Stockholders’ Meeting and at the Effective Time, contain any untrue statement of a material fact or its staff on omit to state any material fact required to be stated therein or necessary in order to make the Proxy Statement or statements therein, in light of the circumstances under which they are made, not misleading. 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 Effective Time any event or circumstance relating to the Company or any Subsidiary of the Company, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall cause promptly inform Parent. All Table of Contents documents that the Proxy Statement Company is responsible for filing with the SEC in connection with the Merger will comply as to comply form in all material respects with all the applicable requirements of 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 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 Securities Act 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 CompanyExchange Act.

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. (a) The Company shall prepare a notice of shareholders meeting and proxy materials to be sent to its shareholders in connection with the Merger. The Company shall deliver to Buyer drafts of such notice and proxy materials sufficiently in advance of the filing of the preliminary Proxy Statement with the SEC to provide Buyer with reasonable time to comment upon such notice and proxy materials and the Company shall incorporate all reasonable comments of Buyer into the Proxy Statement. As promptly as practicable following after the date execution of this Agreement, and subject to this Article VI, the Company shall prepare and file the preliminary Proxy Statement 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 herebySEC. The Company and Buyer shall consult with Parent and provide Parent and its counsel a reasonable opportunity cooperate in responding 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 their respective reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The such filing, and the Company shall cause the Proxy Statement to be mailed to its shareholders at the Company’s stockholders as promptly as earliest practicable time after the earlier Proxy Statement is cleared by the SEC or when the applicable waiting period under the Exchange Act expires. The Company shall notify Buyer promptly upon the receipt of (i) receiving notification that any comments, in writing, from the SEC or its staff is not reviewing staff, and of any request by the SEC or its staff, in writing, for amendments or supplements to the Proxy Statement or for additional information (ii"SEC CORRESPONDENCE") and shall supply Buyer with copies of all correspondence between the conclusion Company or any of its representatives, and the SEC, or its staff, with respect to the Proxy Statement or the Merger. The Company shall provide Buyer with reasonable time to comment on any SEC Correspondence and shall incorporate all comments of Buyer into any response by the Company to SEC Correspondence. The Company shall use its best efforts to cause all documents that it is responsible for filing with the SEC under this Section 6.05 to comply in all material respects with all applicable requirements of Laws. Whenever any event occurs which is required to be set forth in an amendment or staff review supplement to the Proxy Statement, the Company shall promptly inform Buyer of such occurrence. The Company shall provide Buyer with courtesy copies of the preliminary Proxy Statement and the definitive Proxy Statement as filed with the SEC promptly after their filing with the SEC. (b) Buyer and Merger Subsidiary shall furnish the information concerning themselves to the Company as the Company may reasonably request in connection with the preparation 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 The information provided supplied by it Buyer and Merger Subsidiary for use inclusion in the Proxy Statement to have become false shall not, at (i) the time the Proxy Statement (or misleading in any material respect, then the Company shall promptly inform Parent an amendment thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement thereto) is first mailed to the stockholders of the Company, (ii) the time of the Company's Shareholders' Meeting, and (iii) the Effective Time, 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 not misleading. If at any time prior to the Effective Time any event or circumstance relating to Parent Buyer or the Merger Sub occursSubsidiary, or if Parent becomes aware of any informationtheir respective officers or directors, that causes any information provided should be discovered by it for use Buyer which should be set forth in an amendment or supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then Parent Buyer shall promptly inform the Company thereof Company. (c) Buyer and the Company shall promptly file an appropriate amendment or supplement make all necessary filings with the SEC and, if appropriate, mail such amendment or supplement respect to the stockholders of Merger under the CompanyExchange Act, the rules and regulations thereunder and any applicable state blue sky laws each at their own cost and expense.

Proxy Statement. As promptly (a) The Company shall use reasonable best efforts to deliver to Investor a reasonably complete initial draft of the Proxy Statement within ten (10) Business Days after the date hereof, and as soon as practicable following the date of this Agreementhereof (and in any event within twenty (20) Business Days after the date hereof), 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 Statement for use in connection with the Transactions contemplated hereby. The solicitation of proxies from the Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on Stockholders for use at 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 thereofCompany Stockholder Meeting. 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 Nasdaq. Investor and Acquisition Sub shall furnish in writing to the Company all information concerning Investor and Acquisition Sub as the Company may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Investor or Acquisition Sub, or any of their respective directors, officers or other Affiliates, should be discovered by the Company, Investor or Acquisition Sub 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 that discovers such information shall promptly notify the others, and the Company shall promptly prepare and file with the SEC an appropriate amendment or supplement to the Proxy Statement describing such information and, to the extent required by applicable Laws and shall directly Law or indirectly incorporate the fairness option referred SEC or its staff, disseminate such amendment or supplement to in Section 3.29 therein if requested by Parent. the Company Stockholders. (b) The Company shall respond promptly provide Parent and its counsel with a copy or a description of to any such comments received made 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 filedthe filing thereof. The Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be mailed disseminated to the Company’s stockholders Company Stockholders as promptly as practicable after following the earlier of 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. (c) Unless the Company Board or any authorized committee thereof shall have effected a Company Board Recommendation Change specifically permitted by Section 6.5, (i) receiving notification that the Company shall not file with the SEC nor mail the Proxy Statement or any amendment or supplement thereto, and (ii) the Company shall not correspond or otherwise communicate with the SEC or its staff is not reviewing with respect to the Proxy Statement Statement, in any such case referenced in the preceding clause (i) or (ii) without prior consultation with Investor and its counsel, including providing Investor and Acquisition Sub a reasonable advance opportunity to review and comment thereon or participate therein, as the conclusion case may be. (d) Unless the Company Board or any authorized committee thereof shall have effected a Company Board Recommendation Change, the Company shall advise Investor and Acquisition Sub, promptly after it receives notice thereof, of any receipt of a request by the SEC or its staff review of for an amendment or revisions to the Proxy Statement. If , any event relating to receipt of comments from the SEC or its staff on the Proxy Statement, or any receipt of a request by the SEC or its staff for additional information in connection therewith. (e) Unless the Company Entities occursBoard or any authorized committee thereof shall have effected a Company Board Recommendation Change specifically permitted by Section 6.5, or if the Company becomes aware of any information, that causes any information provided by it for use shall include the Company Board Recommendation 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 CompanyStatement.

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 the NYSE. Parent and Acquisition Sub shall furnish in writing to the Company all information concerning Parent and Acquisition Sub as the Company may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. If at any 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 applicable Laws Affiliates, should be discovered by the Company, Parent or Acquisition Sub 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 the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other, 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 an appropriate amendment or supplement to the Proxy Statement describing such information and file such amendment or supplement with the SEC and, to the extent required by applicable Law or the SEC or its counsel with a copy staff, disseminate such amendment or a description of any comments received by supplement to the Company or its counsel from Stockholders. (b) Subject to applicable Law, the Company shall cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable (and in any event within five Business Days) following the earlier to occur of (i) the 10th Business Day after the filing thereof with the SEC if the SEC or its staff has not indicated that it will review the Proxy Statement and (ii) confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. (c) Except for disclosures made that relate to a Company Board Recommendation Change made by the Company Board or any authorized committee thereof in accordance with respect to the terms of Section 6.5, (i) the Company shall not file with the SEC the Proxy Statement or any amendment or supplement thereto, and (ii) the Company shall respond not correspond or otherwise communicate with the SEC or its staff with respect to the Proxy Statement, in any such case referenced in the preceding clause (i) or (ii) without providing Parent and Acquisition Sub a reasonable opportunity to review and comment thereon or participate therein, as the case may be, and the Company shall include in the Proxy Statement or any such amendment or supplement thereto all such reasonable comments proposed by Parent in good faith. Table of Contents (d) The Company shall advise Parent and Acquisition Sub, promptly after it receives notice thereof, of any receipt of a request by the SEC or its staff for an amendment or revisions to the Proxy Statement, any receipt of comments from the SEC or its staff on the Proxy Statement, or any receipt of a request by the SEC or its staff for additional information in connection therewith, and shall as promptly as practicable provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff thereof, on the other hand, with respect to the Proxy Statement and as promptly as practicable provide Parent with a reasonably detailed description of any oral comments received in connection therewith. The Company also shall provide Parent with copies of any written comments or responses to be submitted by the Company in response to any comments or inquiries from the SEC or the staff thereof and shall provide Parent a reasonable opportunity to participate in the formulation of any written response to any such commentswritten comments of the SEC or its staff relating to the Proxy Statement and include in such response all reasonable comments proposed by Parent in good faith. 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 after it is filed. The practicable. (e) Unless the Company Board or any authorized committee thereof shall have effected a Company Board Recommendation Change in accordance with Section 6.5, the Company shall cause include 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 Company Board Recommendation 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. (a) As promptly soon as reasonably practicable following the date of this Agreementhereof, the Company shall prepare and file with the SEC SEC, a proxy statement, together with the Proxy Statementletter to stockholders, notice of meeting, form of proxy, and each of the Company any schedules 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 other materials required to be filed with the SEC in connection therewith, relating to the adoption of this Agreement by such party the Company’s stockholders (as amended or supplemented from time to time, the “Proxy Statement”). Parent shall cooperate with the Company 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 to review and comment on any comments shall furnish all information concerning Parent as the Company may reasonably request in connection with the preparation 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 commentsStatement. The Company shall use its commercially reasonable best efforts to have the Proxy Statement required to be cleared by the SEC as promptly as reasonably practicable after it is filedsuch filing. The Company shall will 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. (b) The Company shall promptly notify Parent of (i) receiving notification that the receipt of any comments from the SEC and all other written correspondence and oral communications with the SEC relating to the Proxy Statement and (ii) any request by the SEC for any amendment or its staff is not reviewing supplement to the Proxy Statement or for additional information with respect thereto. All filings by the Company with the SEC in connection with the transactions contemplated hereby, including the Proxy Statement and any amendment or supplement thereto, shall be subject to the prior review and comment of Parent, and all mailings to the Company’s stockholders in connection with the Merger and transactions contemplated by this Agreement shall be subject to the prior review and comment of Parent. All filings by Parent with the SEC in connection with the transactions contemplated hereby shall be subject to the prior review and comment of the Company. (iic) If at any time prior to the conclusion Effective Time any information relating to the Company, Parent or Merger Sub, or any of any SEC their respective Affiliates, directors or staff review of officers, is discovered by the Company, Parent or 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 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 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 of the Company.

Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, the Company shall prepare prepare, and file with the SEC SEC, the Proxy Statement relating to the Company Stockholder Approval. Parent shall provide promptly to the Company such information concerning Parent and Merger Sub as, in the reasonable judgment of the Company, may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto. As promptly as reasonably practicable following the later of (i) receipt and each resolution of SEC comments thereon, or (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file definitive proxy materials with the SEC all Other Filings that are required and cause the Proxy Statement to be filed by such party mailed to its stockholders. The Company will use all reasonably commercial efforts to respond and resolve any SEC comments to the Proxy Statement as promptly as practicable. The Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities in connection with the Transactions contemplated herebyMerger (or as required or appropriate to facilitate the Merger) to comply in all material respects with all applicable Legal Requirements. The Prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC or any other Governmental Entity, the Company shall consult with Parent and provide Parent and its counsel a with reasonable opportunity to review and comment on each such filing in advance and 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 in good faith consider including in such filings 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 changes reasonably proposed by Parent. The Company shall will notify Parent promptly provide Parent and its counsel with a copy or a description of the 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 or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional/supplemental 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 or any other government officials, on the other hand, with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentsother filing. The Company shall use its commercially reasonable best efforts consult with Parent prior to have the Proxy Statement cleared responding to any comments or inquiries by the SEC as promptly as or any other Governmental Entity with respect to any filings related to (or necessary or appropriate to facilitate) the Merger, shall provide Parent with reasonable opportunity to review and comment on any such written response in advance and shall in good faith consider including in such response all changes reasonably practicable after it proposed by Parent. Whenever any event occurs that is filed. The Company shall cause the Proxy Statement required to be mailed set forth in an amendment or supplement 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 occursother filing, 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 of such occurrence, provide Parent with reasonable opportunity to review and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail comment on any such amendment or supplement in advance, shall in good faith consider including in such amendment or supplement all changes reasonably proposed by Parent, and shall cooperate in filing with the SEC or its staff or any other Governmental Entity, and/or mailing to the stockholders of the Company, such amendment or supplement. (b) The information supplied by Parent for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (ii) the time of the Company Meeting and (iii) the Effective Time, contain any untrue statement of a material fact or fail 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. If If, at any time prior to the Effective Time, any event or circumstance relating to Parent or Merger Sub occursany of its subsidiaries, or if Parent becomes aware of any informationtheir respective officers or directors, that causes any information provided by it for use should be set forth in an amendment or a supplement to the Proxy Statement to have become false or misleading in any material respectis discovered by Parent, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment amend or supplement the Proxy Statement in accordance with the SEC andprovisions of Section 5.1(a) above. (c) The information supplied by the Company for inclusion in the Proxy Statement shall not, if appropriateat (i) the time, mail such the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (ii) the time of the Company Meeting and (iii) the Effective Time, contain any untrue statement of a material fact or fail 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. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, that should be set forth in an amendment or a supplement to the Proxy Statement is discovered by the Company, the Company shall promptly inform Parent and amend or supplement the Proxy Statement in accordance with the provisions of Section 5.1(a) above.

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 applicable requirements of the Exchange Act and the Nasdaq. (b) Unless this Agreement is earlier terminated pursuant to Article IX hereof, subject to the Company’s stockholders as promptly as practicable after the earlier terms of (iSection 7.2(b) 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 hereof, the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use shall include 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 Board Recommendation (other than with the SEC and, if appropriate, mail such amendment or supplement 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 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. 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. (a) As promptly as practicable following the date of this Agreement, the Company shall prepare and shall file with the SEC a document that will constitute the proxy statement with respect to the Merger relating to the Company Stockholders’ Meeting (together with any amendments thereto, the “Proxy Statement”). Copies of the Proxy Statement shall be provided to the Nasdaq National Market in accordance with its rules. Each of the Parties shall use all reasonable efforts to cause the Proxy Statement to be approved or otherwise cleared by the SEC as practicable after the date hereof. Parent or the Company, as the case may be, shall furnish all information concerning Parent or the Company as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement. The Company shall promptly notify Parent of the receipt of any comments from the SEC or its staff on the Proxy Statement and of any request from the SEC or its staff for amendments or supplements thereto or for additional information and shall provide to each other promptly copies of all correspondence between Parent, the Company or any of their representatives and advisors and the SEC or its staff. As promptly as practicable after the eProxy Statement has been approved or otherwise cleared by the SEC, it shall be mailed to the stockholders of the Company. The Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act, the Securities Act, and the rules and regulations of the Nasdaq National Market. (b) The Company and Parent shall cooperate in connection with the preparation of the Proxy Statement, including by giving (i) each other and each of the Company and Parent shall, or shall cause their respective Affiliates tocounsel a reasonable opportunity to review and comment on the Proxy Statement, prepare and, after consultation with each other, file time before such document (or any amendment thereto) is filed with the SEC all Other Filings that are required SEC, (ii) reasonable and good faith consideration to be filed any comments made by the other and its counsel, (iii) promptly to the other party and its counsel any comments or other communications, whether written or oral, such party or its counsel may receive from time to time from the SEC with respect to the Proxy Statement, (iv) a reasonable opportunity to participate in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent response to those comments by giving (A) the other party and its counsel a reasonable opportunity to review and comment on the SEC comments and proposed response, (B) reasonable and good faith consideration to any comments made by the other party and its counsel, and (C) the opportunity to participate in any discussions or meetings with the SEC. (c) The Proxy Statement shall include with respect to the Company and its stockholders, the approval of the Merger and the recommendation of the Board of Directors of the Company to the Company’s stockholders that they vote in favor of approval of this Agreement and the Merger, subject to the Company’s rights under Sections 5.2 and 6.2(e). (d) No amendment or supplement to the Proxy Statement shall be made without the approval of Parent and the Company, which approval shall not be unreasonably withheld or delayed. Each of the parties hereto shall advise the other parties hereto, promptly after it receives notice thereof, of the time when the Proxy Statement has approved or otherwise cleared by the SEC or any supplement or amendment has been filed or of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (e) None of the information supplied by the Company for inclusion or incorporation by reference in the Proxy Statement shall, at the time filed with the SEC or other regulatory agency and, in addition, at the date it or any amendments or supplements thereto (and are mailed to review and comment on any comments stockholders of the SEC Company, at the time of the Company Stockholders’ Meeting and at the Effective Time, contain any untrue statement of a material fact or its staff on omit to state any material fact required to be stated therein or necessary in order to make the Proxy Statement or statements therein, in light of the circumstances under which they are made, not misleading. 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 Effective Time any event or circumstance relating to the Company or any Subsidiary of the Company, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall cause promptly inform Parent. All documents that the Proxy Statement Company is responsible for filing with the SEC in connection with the Merger will comply as to comply form in all material respects with all the applicable requirements of 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 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 Securities Act 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 CompanyExchange Act.

Proxy Statement. (a) As promptly as reasonably practicable following after the date of this Agreementhereof, but in no event later than January 31, 2014, the Company shall prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendments or supplements thereto, the “Proxy Statement”). Parent shall cooperate with the Company in connection with the preparation of the Proxy Statement, and each of including furnishing to the Company any and all information regarding Parent shall, or shall cause and Merger Sub and their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are as may be required to be filed disclosed or incorporated by such party in connection with reference therein under the Transactions contemplated herebyExchange Act or other applicable Law as promptly as reasonably practicable. The Company shall consult with promptly notify Parent and provide Parent and its counsel a reasonable opportunity to review and comment on of the Proxy Statement and any amendments or supplements thereto (and to review and comment on any receipt of all comments of from the SEC or its staff with respect to the Proxy Statement and of any request by the SEC or its staff for any amendment or supplement thereto or for additional information, and shall promptly provide to Parent copies of all written correspondence between the Company and/or its Representatives and the SEC or its staff with respect to the Proxy Statement or the Merger. The Company and Parent (to the extent applicable) shall each use its commercially reasonable best efforts to promptly provide responses to the SEC or its staff with respect to all comments received on the Proxy Statement from the SEC or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofits staff. The Company shall cause the definitive Proxy Statement to comply with all applicable rules and regulations be mailed to the holders of Common Shares promptly after the date the staff of the SEC and all other applicable Laws and shall directly advises the Company that it has no further comments thereon or indirectly incorporate that the fairness option referred Company may commence mailing the Proxy Statement to the holders of Common Shares. Notwithstanding anything to the contrary contained in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel this Agreement, prior to filing the Proxy Statement, or any amendment or supplement thereto, with a copy the SEC, mailing the Proxy Statement, or a description any amendment or supplement thereto, to the holders of Common Shares or responding to any comments received by the Company or its counsel requests from the SEC or its staff with respect to the Proxy Statement or the Merger, the Company shall provide Parent and its counsel with a reasonable opportunity to review and comment on such Proxy Statement, amendment, supplement or response and shall consider in good faith any comments reasonably proposed by Parent and/or its counsel and, to the extent permissible, shall provide Parent and its counsel a reasonable opportunity to participate in any material discussions or meetings with the staff of the SEC with respect to the Proxy Statement. (b) If, at any time prior to the time the Company Requisite Vote is obtained, any information is discovered by the Company, Parent or Merger Sub which it reasonably believes 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 so that the Proxy Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be mailed stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall provide prompt notice thereof to the Company’s stockholders as promptly as practicable other parties hereto and, if the Board of Directors of the Company determines in good faith (after the earlier of (iconsultation with its outside legal counsel) receiving notification that the SEC an amendment or its staff is not reviewing supplement 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 occursdescribing such information is required under applicable Law, 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 such an appropriate amendment or supplement shall be 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 applicable 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 of the Company.

Proxy Statement. (a) As promptly as practicable following the date of this Agreement, the Company shall prepare and shall file with the SEC a document that will constitute the proxy statement with respect to the Merger relating to the Company Shareholders’ Meeting (together with any amendments thereto, the “Proxy Statement”). Each of the Parties shall use reasonable efforts to cause the Proxy Statement to be approved or otherwise cleared by the SEC as soon as practicable after the date hereof. Parent or the Company, as the case may be, shall furnish all information concerning Parent or the Company as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement. The Company shall promptly notify Parent of the receipt of any comments from the SEC or its staff on the Proxy Statement and of any request from the SEC or its staff for amendments or supplements thereto or for additional information and shall provide to each other promptly copies of all correspondence between Parent, the Company or any of their representatives and advisors and the SEC or its staff. As promptly as practicable after the Proxy Statement has been approved or otherwise cleared by the SEC, it shall be mailed to the shareholders of the Company. The Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act, the Securities Act, and all other applicable rules and regulations. (b) The Company and Parent shall cooperate in connection with the preparation of the Proxy Statement, including by giving (i) each other and each of the Company and Parent shall, or shall cause their respective Affiliates tocounsel a reasonable opportunity to review and comment on the Proxy Statement, prepare and, after consultation with each other, file time before such document (or any amendment thereto) is filed with the SEC all Other Filings that are required SEC, (ii) good faith consideration to be filed any comments made by the other Party and its counsel, (iii) promptly give to the other party and its counsel any comments or other communications, whether written or oral, such party or its counsel may receive from time to time from the SEC with respect to the Proxy Statement, (iv) a reasonable opportunity to participate in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent response to those comments by giving (A) the other party and its counsel a reasonable opportunity to review and comment on the SEC comments and proposed response, (B) good faith consideration to any comments made by the other party and its counsel, and (C) the opportunity to participate in any discussions or meetings with the SEC. (c) The Proxy Statement shall include with respect to the Company and its shareholders, the approval of the Merger and the recommendation of the Company Board to the Company’s shareholders that they vote in favor of approval of this Agreement and the Merger, subject to the Company’s rights under Section 6.5. (d) No amendment or supplement to the Proxy Statement shall be made without the approval of Parent and the Company, which approval shall not be unreasonably withheld or delayed. Each Party shall advise the other Parties, promptly after it receives notice thereof, of the time when the Proxy Statement has been approved or otherwise cleared by the SEC or any supplement or amendment has been filed or of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (e) None of the information supplied by either the Company or Parent for inclusion or incorporation by reference in the Proxy Statement shall, at the time filed with the SEC or other regulatory agency and, in addition, at the date it or any amendments or supplements thereto (and are mailed to review and comment on any comments shareholders of the SEC Company, at the time of the Company Shareholders’ Meeting and at the Effective Time, contain any untrue statement of a material fact or its staff on omit to state any material fact required to be stated therein or necessary in order to make the Proxy Statement or statements therein, in light of the circumstances under which they are made, not misleading. 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 Effective Time any event or circumstance relating to the Company shall cause or Parent, or their respective officers or directors, should be discovered by either the Company or Parent that should be set forth in an amendment or a supplement to the Proxy Statement Statement, the discovering party shall promptly inform the other. All documents filed by the Company or Parent with the SEC in connection with the Merger will comply as to comply form in all material respects with all the applicable requirements of 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 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 Securities Act 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 CompanyExchange Act.

Proxy Statement. (a) As promptly as practicable reasonably practicable, but, assuming Parent's timely performance of its obligations under Section 7.02(b), the Company shall prepare a proxy statement in preliminary form, as required by the Exchange Act and the rules and regulations promulgated thereunder, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the "Proxy Statement") and shall cause the Proxy Statement to be filed with the SEC and shall use reasonable best efforts to cause such filing to be made with the SEC within fifteen (15) Business Days following the date of this Agreement. Except as contemplated by Section 6.02, the Proxy Statement shall include the Company Board Recommendation with respect to the Merger. The Company shall prepare and file with 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 each shall provide Parent with copies of all correspondence between the Company and Parent shallits Representatives, or shall cause their respective Affiliates toon the one hand, prepare and, after consultation with each other, file with and the SEC all Other Filings that are required (or the staff of the SEC), on the other hand. Each of the parties hereto shall use their commercially reasonable efforts to be filed by such party in connection respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) with respect to the Transactions contemplated herebyProxy Statement. The Company shall consult use its reasonable best efforts so that the Proxy Statement will comply as to form in all material respects with Parent the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to cause the definitive Proxy Statement to be mailed to the Company's stockholders as of the record date established for the Company Stockholder Meeting as promptly as practicable after the date of this Agreement, and in no event more than five Business Days after the date on which the SEC confirms that it has no further comments on the Proxy Statement. On the date of filing, the date of mailing to the Company stockholders (if applicable) and at the time of the Company Stockholder Meeting, the Company shall cause the Proxy Statement to 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 false or misleading; provided, however that (i) notwithstanding the foregoing, no covenant is made by the Company with respect to any information supplied by Parent, Merger Sub or any of their Affiliates for inclusion or incorporation by reference in the Proxy Statement and (ii) updates thereafter in responses to claims shall not per se be deemed to be a breach for purposes of this Section 7.02(a). Prior to filing and prior to mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments (whether written, oral or otherwise) of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent and its counsel Representatives a reasonable opportunity to review and to propose comments on such document or response in advance (including the proposed final version of such document or response) to the extent not prohibited by Applicable Law, and no amendment or supplement to the Proxy Statement shall be filed without the approval of the Company and Parent, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that the Company may amend or supplement the Proxy Statement without the review or comment on of Parent in the event of an Adverse Recommendation Change made in accordance with this Agreement. (b) Parent shall furnish to the Company all information concerning Parent and Merger Sub that is required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company and Parent shall reasonably cooperate in the preparation of the Proxy Statement and any amendments the resolution of comments from the SEC (or supplements thereto (and to review and comment on any comments the staff of the SEC SEC). Parent will, upon request of the Company, confirm and/or supplement the information relating to Parent or its staff on Merger Sub supplied by it for inclusion in the Proxy Statement, such that at the time of the mailing of the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to at the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations time of the SEC Company Stockholders Meeting, such information 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. (c) In accordance with the Company's organizational documents, Applicable Law 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 rules of any comments received by the New York Stock Exchange, the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement theretoshall, and shall respond as promptly as reasonably practicable (but subject to the timing contemplated in Section 7.02(a)), (x) establish a record date for, duly call 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 established for the Company Stockholders Meeting a Proxy Statement. The Company shall use its commercially reasonable best efforts to have duly call, convene and hold the Company Stockholders Meeting on or around the twentieth (20th) Business Day following the mailing of the Proxy Statement cleared to Company stockholders; provided, however, that the Company may postpone, recess or adjourn the Company Stockholders Meeting: (i) with the consent of Parent, (ii) for the absence of a quorum, (iii) if the Company reasonably believes it is necessary to solicit additional proxies for the purpose of obtaining the Required Company Stockholder Approval, or (iv) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws and for such supplemental or amended disclosure to be disseminated to and reviewed by the SEC as promptly as reasonably practicable after it is filedCompany's stockholders prior to the Company Stockholders Meeting. In no event will the record date of the Company Stockholder Meeting be changed without Parent's prior written consent, unless required by Applicable Law. Without the prior written consent of Parent, the adoption of this Agreement shall be the only matter (other than matters of procedure and matters required by Applicable Law to be voted on by the Company's stockholders in connection with the adoption of this Agreement) that the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholder Meeting. Unless the Company Board shall have effected an Adverse Recommendation Change, the Company shall use its reasonable best efforts to solicit proxies in favor of the adoption of this Agreement and shall use its reasonable best efforts to secure the Required Company Stockholder Approval at the Company Stockholder Meeting. The Company shall cause cooperate with and keep Parent informed on a reasonably current basis regarding its solicitation efforts and voting results following dissemination of the definitive Proxy Statement. Unless this Agreement shall have been terminated pursuant to and in accordance with Section 9.01, the Company shall establish a record date for, call, give notice of, convene and hold the Company Stockholder Meeting for the purpose of voting upon the adoption of this Agreement, whether or not the Company Board at any time subsequent to the date hereof shall have effected an Adverse Recommendation Change. (d) If at any time prior to the Company Stockholder Meeting any event or circumstance relating to the Company or Parent or any of the Company's or Parent's Subsidiaries, or their respective officers or directors, is discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be mailed stated therein or necessary in order to make 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 statements therein, in light of the Proxy Statement. If any event relating to any of the Company Entities occurscircumstances under which they are made, or if the Company becomes aware of any informationnot misleading, 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 such party shall promptly inform Parent thereof the others, and shall promptly file an appropriate amendment or supplement describing such information shall be prepared by the Company and (subject to Parent's review and comment as described above) filed with the SEC andSEC, if appropriate, mail such amendment or supplement and to the stockholders of the Company. If any event relating to Parent or Merger Sub occursextent required by Applicable 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 of the Company. (e) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Merger pursuant to Applicable Law (such document, as amended or supplemented, an "Other Required Company Filing"), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing with the SEC. The Company will use its reasonable best efforts to cause any Other Required Company Filing to comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC and the New York Stock Exchange. Any and all Other Required Company Filings shall be subject to same right of review, comment and notice of Parent provided above with respect to the Proxy Statement.

Proxy Statement. (a) As promptly as practicable following after the date of this Agreement, and in any event no later than ten Business Days after the Company shall have delivered the Company Public Company Financials to Parent, Parent shall prepare and file cause to be filed with the SEC the Proxy Statement, and each of the Company and . Parent shall, or shall use commercially reasonable efforts to 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 to comply with the applicable rules and any amendments or supplements thereto (regulations promulgated by the SEC and 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 thereofstaff. 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 CompanyParent’s stockholders as promptly as practicable after the earlier of Proxy Statement has been filed with the SEC and either (i) receiving notification that the SEC or its staff is has indicated that it does not reviewing intend to review the Proxy Statement or (ii) the conclusion of any SEC or staff that its review of the Proxy Statement has been completed or (ii) at least ten calendar days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party, its Subsidiaries and its stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. 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 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 cooperate fully with Parent in filing such amendment or supplement with the SEC and, if appropriate, mail in mailing such amendment or supplement to the stockholders of Parent. Parent shall pay all filing fees required to be paid 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 SEC in connection with the Proxy Statement and all of its own legal, accounting, proxy solicitation, printing and mailing costs and other amounts related thereto. (b) Prior to have become false or misleading in any material respectthe Effective Time, then Parent shall promptly inform use commercially reasonable efforts to ensure that 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 issuance of the CompanyParent Common Stock in the Merger will be exempt from registration pursuant to Section 4(2) of the Securities Act and from registration or qualification requirements under applicable state securities laws.

Proxy Statement. As promptly as practicable following after the date of this Agreement, the Company shall prepare and file with the SEC the preliminary Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare Statement and, after consultation with each otherand review by Merger Sub, file the 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 make all reasonable efforts to (i) obtain and provide Parent and its counsel a reasonable opportunity furnish the information required to review and comment on be included by the SEC in the Proxy Statement and, after consultation with and any amendments or supplements thereto (and review by Merger Sub, to review and comment on respond promptly to any comments of made 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 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 (ii) promptly upon the earlier of (A) receiving notification that the SEC is not reviewing the preliminary Proxy Statement or (B) the conclusion of any amendment or supplement theretoSEC review of the preliminary Proxy Statement, 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 a definitive Proxy Statement to be mailed to the Company’s 's stockholders as promptly as practicable and, if necessary, after the earlier definitive Proxy Statement has been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies; provided, however, that no such amended or supplemental proxy materials will be mailed by the Company without consultation and review by Parent or Merger Sub. The Company will promptly notify Parent and Merger Sub of (i) receiving notification that the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the preliminary Proxy Statement or definitive Proxy Statement or for additional information, and will promptly supply Parent and Merger Sub with copies of all written correspondence between the Company or Company Representatives, on the one hand, and the SEC or members of its staff is not reviewing staff, on the other hand, with respect to the preliminary Proxy Statement Statement, the definitive Proxy Statement, the Merger or (ii) any of the conclusion of any SEC or staff review other Transactions. Parent and Merger Sub will cooperate with the Company in connection with the preparation of the Proxy Statement, including furnishing to the Company any and all information regarding Parent and Merger Sub and their respective affiliates as may be required to be disclosed therein. If any event relating to any The Proxy Statement shall contain the recommendation of the Company Entities occurs, or if the Company becomes aware Board of any information, Directors 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 's stockholders approve this Agreement and the Company shall promptly file an appropriate amendment Transactions, provided that the Board of Directors or supplement Board Committee may withdraw, modify or change its recommendation of this Agreement and the Transactions if it does so in accordance with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanySection 6.02(b).

Proxy Statement. As promptly soon as practicable following the date of this Agreement, the Company shall prepare and file with the SEC SEC, the preliminary Proxy Statement, and each of which filing the Company shall use reasonable best efforts to complete by May 17, 2012. The Company and Parent, as the case may be, shall furnish all information concerning the Company or Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with as the SEC all Other Filings that are required to be filed by such other party hereto may reasonably request in connection with the Transactions contemplated herebypreparation and filing with the SEC of the Proxy Statement. The Subject to Applicable Law, the Company 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 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 be disseminated to stockholders of the SEC and all other applicable Laws and shall directly or indirectly incorporate Company as promptly as practicable following the fairness option referred filing thereof with the SEC. Notwithstanding anything to the contrary set forth in Section 3.29 therein if requested by Parent. The this Agreement, the Company shall promptly provide Parent use its reasonable best efforts to file with the SEC the definitive Proxy Statement, and its counsel to cause the mailing of the definitive Proxy Statement to the stockholders of the Company, (i) if the Company receives comments from the SEC with a copy respect to the preliminary Proxy Statement, on or a description of any comments received prior to the third (3rd) Business Day immediately following clearance by the SEC with respect to such comments, or (ii) if the Company does not receive comments from the SEC with respect to the preliminary Proxy Statement, on or its counsel from prior to the third (3rd) Business Day immediately following the expiration of the 10-day waiting period provided in Rule 14a-6 (a) promulgated under the Exchange Act. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement or any amendment or supplement theretoshall be made by the Company without providing Parent a reasonable opportunity to review and comment thereon, including in such filings, amendments, supplements and shall respond as promptly as practicable to any such commentscorrespondence all comments reasonably and timely proposed by Parent. 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, and shall provide Parent with copies of all correspondence between the Company or any of its advisors or 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 cleared or other filing with the SEC related to this Agreement or the Merger. 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 does not include any untrue statement of a material fact or omits 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, Delaware Law and the rules of the Company Entities occurs, or if the Company becomes aware Nasdaq. Each 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 share equally all filing and printing fees and expenses incurred in connection with this Section 6.4 (excluding, for the avoidance of doubt, all fees and expenses payable to any attorneys, accountants or supplement other advisors incurred in connection with this Section 6.4, which shall be paid by the SEC and, if appropriate, mail party incurring such amendment or supplement to the stockholders of the Companyexpenses).

Proxy Statement. (a) As promptly soon as practicable following the date of this Agreement, the Company shall prepare and file with the SEC (subject to the prior review and approval of Parent, which approval shall not be unreasonably withheld) the Proxy Statement, and each of the . The Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation cooperate with each otherother in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, file with the SEC all Other Filings that are required prior 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 filing or mailing the Proxy Statement and (or, in each case, any amendments amendment or supplements thereto (and 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 reasonable opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by Parent. (b) If, at any time prior to the Effective Time, any information relating to the Company, Parent or Merger Sub or any of their respective Affiliates should be discovered by the Company, Parent or Merger Sub which should be set forth in an amendment or supplement to 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 so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to comply with all applicable rules and regulations state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the SEC and all circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties and, to the extent required by applicable Laws and Law, the Company shall directly disseminate an appropriate amendment thereof or indirectly incorporate supplement thereto describing such information to the fairness option referred to in Section 3.29 therein if requested by Parent. Company’s shareholders. (c) The Company and Parent shall use their reasonable best efforts, after consultation with the other party, to resolve all SEC comments with respect to the Proxy Statement as promptly provide as practicable after receipt thereof. Each of the Company and Parent and its counsel with a copy or a description shall as soon as reasonably practicable notify the other party of the receipt of any comments received by the Company from or its counsel from other correspondence with the SEC or its staff with respect to the Proxy Statement or and any request by the SEC for 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 or for additional information (and promptly deliver a copy of such comments, correspondence or request to the SEC as promptly as reasonably practicable after it is filedother party). The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders its shareholders 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 Companypracticable.

Proxy Statement. As promptly as practicable following the date of this Agreement, the (a) Company shall prepare and file with as promptly as practicable, the SEC proxy statement pursuant to Regulation 14A 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), 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 Exchange Act with respect to the Stockholders' Meeting (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 the Proxy Statement cleared by the SEC on or prior to eight (8) weeks after the execution of this Agreement. Company shall, as promptly as reasonably practicable after receipt thereof, provide Parent with copies of any written comments, and advise it is filedof any oral comments or communications regarding the Proxy Statement received from the SEC. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing the same with the SEC, and will provide Parent with a copy of all such filings made with the SEC. (b) Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s stockholders Company Common Stockholders as promptly as practicable after the earlier execution of (i) receiving notification that this Agreement but in no event later than one week after the receipt of clearance by Company from 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 Company shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any event relating to such action. Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement. (c) Company Entities occurs, or if agrees that the Company becomes aware of any information, that causes any information provided by it for use inclusion 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 each amendment or supplement thereto, at the time of mailing thereof and at the time of the Stockholders' Meeting, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Stockholders' Meeting, there shall occur any event with respect to Company or its Subsidiaries, or with respect to any information provided by Company for inclusion in the SEC andProxy Statement, if appropriatewhich event is required to be described in an amendment of or supplement to the Proxy Statement, mail such amendment or supplement shall be promptly filed with the SEC, as required by applicable law, and 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 CompanyCommon Stockholders.

Proxy Statement. As promptly as practicable following the date of this Agreement, the (a) The Company shall prepare and file with the SEC as soon as practicable but in any event within two weeks from the date hereof a preliminary form of the proxy statement (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 mailed to the holders of Common Stock in connection with the Transactions contemplated herebymeeting of such holders in connection with the Merger. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on will cause the Proxy Statement and any amendments or supplements thereto (and to review and comment on comply as to form in all material respects with the applicable provisions of the Exchange Act. The Company will use its reasonable best efforts to 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 be cleared by 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 Parent and its counsel with a copy or a description will notify the Purchaser of the 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 the 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 or any amendment or supplement thereto, prior to its being filed with the SEC and shall respond as promptly as practicable give the Purchaser and its counsel the opportunity to any such comments. The Company shall use its commercially reasonable best efforts review all amendments and supplements to have the Proxy Statement cleared 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 and 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 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 at any time prior to the approval of this Agreement by the Company's stockholders there shall occur any event relating that should be set forth in an amendment or supplement to Parent the Proxy Statement, the Company will prepare and mail to its stockholders such an amendment or Merger Sub occurssupplement. (b) The Company agrees that the Proxy Statement and each amendment or supplement thereto at the time of mailing thereof and at the time of the meeting of stockholders of the Company will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, or if Parent becomes aware in light of any informationthe circumstances under which they were made, not misleading; provided, however, that causes the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by the Company in reliance upon and in conformity with written information provided concerning the Purchaser furnished to the Company by it the Purchaser specifically for use in the Proxy Statement. The Purchaser agrees that the information concerning the Purchaser provided by it in writing for inclusion 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 each amendment or supplement with thereto, at the SEC and, if appropriate, mail such amendment or supplement to time of mailing thereof and at the time of the meeting of stockholders of the CompanyCompany will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Proxy Statement. (a) As promptly as practicable following the date of this AgreementAgreement (and in any event no later than thirteen (13) Business Days (subject to a five (5) Business Day cure period) after the date of this Agreement or such later date to which Parent consents (such consent not to be unreasonably withheld, conditioned or delayed)), the Company shall prepare and file with the SEC the Proxy Statement, which shall, subject to Section 5.02(e), include the Company Board Recommendation, 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 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 commentscomments by the SEC staff in respect of the Proxy Statement and use reasonable efforts to cause the definitive Proxy Statement and notice of the Company Stockholder Meeting to be disseminated to the Company Stockholders as promptly as practicable after the date on which the SEC confirms that it has no further comments on the Proxy Statement. Parent and Acquisition Sub shall cooperate with the Company in the preparation of the Proxy Statement, and shall furnish all information reasonably requested by the Company that is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement, or as otherwise required by Law or requested by the SEC. The Company shall use promptly notify Parent’s counsel upon the receipt of any comments from the SEC or its commercially reasonable best efforts staff or any request from the SEC or its staff for amendments or supplements to have the Proxy Statement cleared by and shall provide Parent’s counsel with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC as promptly as and its staff, on the other hand, relating to Proxy Statement. The Company shall provide Parent a reasonable opportunity to review and propose comments on the Proxy Statement (and any amendments or supplements thereto) or any responses to the SEC and shall in good faith consider such comments reasonably practicable after it is filedproposed by Parent for inclusion therein. The Company shall cause the Proxy Statement to be mailed disseminated to the Company’s stockholders Company Stockholders as of the record date established for the Company Meeting as promptly as practicable, and in no event more than five (5) Business Days after the date on which the SEC confirms that it has no further comments on the Proxy Statement or as otherwise agreed to by Parent. (b) The Company shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of the Company Stockholder Meeting. In addition, the Company shall as soon as practicable after the earlier definitive Proxy Statement is first disseminated to the Company Stockholders, convene and hold the Company Stockholder Meeting for the purpose of (i) receiving notification obtaining the Requisite Stockholder Approval; provided, that the SEC or its staff is not reviewing Company Stockholder Meeting shall be held no later than forty (40) days after the definitive Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating is first disseminated to any of the Company Entities occursStockholders (unless adjourned in accordance with the terms of this Section 6.03(b)). Subject to Section 5.02(e), 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 use its reasonable best efforts to take, or cause to be taken, all actions, and shall promptly file an appropriate amendment do or supplement cause to be done all things, necessary, proper or advisable on its part to obtain from the Company Stockholders the Requisite Stockholder Approval at the Company Stockholder Meeting or any adjournment or postponement thereof. Unless this Agreement has been terminated pursuant to Article VIII, the Company’s obligation to call, give notice of, convene and hold the Company Stockholder Meeting in accordance with the SEC andforegoing sentence of this Section 6.03(b) shall apply notwithstanding the commencement, if appropriatedisclosure, mail such amendment announcement or supplement submission of any Acquisition Proposal to the stockholders of Company, the Company. If any event relating to Parent Company Board, its Representatives or Merger Sub occursthe Company Stockholders, or if Parent becomes aware of by any informationCompany Board Recommendation Change, 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 not submit to the vote of the Company Stockholders any Acquisition Proposal other than the Merger. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting except that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, (A) if the failure to adjourn or postpone the Company Stockholder Meeting would reasonably be expected to be a violation of applicable Law or for the distribution of any required supplement or amendment to the Proxy Statement, (B) if as of the time for which the Company Stockholder Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Shares represented (either in Person or supplement by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholder Meeting or (C) to allow time for the filing and dissemination of any supplemental or amended disclosure document that the Company Board has determined in good faith (after consultation with the SEC andCompany’s outside legal counsel) is necessary or required to be filed and disseminated under applicable Laws or for the Company to comply with its obligations under Section 5.02(g) or Section 5.02(h); provided, if appropriatehowever, mail such amendment that in the event that there are insufficient votes to obtain the Requisite Stockholder Approval at the Company Stockholder Meeting, the Company may, and upon Parent’s request, the Company shall postpone or supplement adjourn the Company Stockholders Meeting up to two (2) times for up to thirty (30) days to the stockholders of the Companyextent permitted by applicable Law.

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 the NYSE. Parent and Acquisition Sub shall furnish in writing to the Company all information concerning Parent and Acquisition Sub as the Company may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. If at any 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 applicable Laws Affiliates, should be discovered by the Company, Parent or Acquisition Sub 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 the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other, 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 an appropriate amendment or supplement to the Proxy Statement describing such information and file such amendment or supplement with the SEC and, to the extent required by applicable Law or the SEC or its counsel with a copy staff, disseminate such amendment or a description of any comments received by supplement to the Company or its counsel from Stockholders. (b) Subject to applicable Law, the Company shall cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable (and in any event within five Business Days) following the earlier to occur of (i) the 10th Business Day after the filing thereof with the SEC if the SEC or its staff has not indicated that it will review the Proxy Statement and (ii) confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. (c) Except for disclosures made that relate to a Company Board Recommendation Change made by the Company Board or any authorized committee thereof in accordance with respect to the terms of Section 6.5, (i) the Company shall not file with the SEC the Proxy Statement or any amendment or supplement thereto, and (ii) the Company shall respond not correspond or otherwise communicate with the SEC or its staff with respect to the Proxy Statement, in any such case referenced in the preceding clause (i) or (ii) without providing Parent and Acquisition Sub a reasonable opportunity to review and comment thereon or participate therein, as the case may be, and the Company shall include in the Proxy Statement or any such amendment or supplement thereto all such reasonable comments proposed by Parent in good faith. (d) The Company shall advise Parent and Acquisition Sub, promptly after it receives notice thereof, of any receipt of a request by the SEC or its staff for an amendment or revisions to the Proxy Statement, any receipt of comments from the SEC or its staff on the Proxy Statement, or any receipt of a request by the SEC or its staff for additional information in connection therewith, and shall as promptly as practicable provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff thereof, on the other hand, with respect to the Proxy Statement and as promptly as practicable provide Parent with a reasonably detailed description of any oral comments received in connection therewith. The Company also shall provide Parent with copies of any written comments or responses to be submitted by the Company in response to any comments or inquiries from the SEC or the staff thereof and shall provide Parent a reasonable opportunity to participate in the formulation of any written response to any such commentswritten comments of the SEC or its staff relating to the Proxy Statement and include in such response all reasonable comments proposed by Parent in good faith. 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 after it is filed. The practicable. (e) Unless the Company Board or any authorized committee thereof shall have effected a Company Board Recommendation Change in accordance with Section 6.5, the Company shall cause include 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 Company Board Recommendation 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 after execution of this Agreement, the Company shall, in consultation with Parent, prepare, and the Company shall prepare and file with the SEC SEC, preliminary proxy materials which shall constitute 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 give Parent and provide Parent and its counsel a reasonable opportunity to review and comment on such documents and shall consider Parent's comments in good faith. As promptly as practicable after comments are received from the SEC thereon and after the furnishing by the Company and Parent of all information required to be contained therein, the Company shall, in consultation with Parent, prepare and the Company shall file any required amendments to the Proxy Statement with the SEC. The Company shall notify Parent promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements thereto (to the Proxy Statement or for additional information and shall consult with Parent regarding, and supply Parent with copies of, all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement. Prior to filing or mailing any proposed amendment of or supplement to the Proxy Statement, the Company shall provide Parent a reasonable opportunity to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), such document and shall incorporate all reasonable consider Parent's comments and requests made by Parent, in good faith. If at any time 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 Stockholders Meeting any comments received information should be discovered by the Company or its counsel from the SEC Parent which should be set forth in an amendment or its staff with respect supplement to the Proxy Statement, so that the Proxy Statement 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, 45 the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement theretodescribing such information promptly shall be filed with the SEC and, and shall respond as promptly as practicable to any such commentsthe extent required by Law, disseminated to the stockholders of the Company. 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 use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s stockholders Company 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 Statementthereafter. 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.Section 6.05

Proxy Statement. As promptly soon as reasonably 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 with 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 filedSEC. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders Stockholders as promptly as practicable after the earlier of (i) receiving notification SEC confirms that the SEC it has no comments, or its staff is not reviewing no further comments, with respect to the Proxy Statement or (ii) Statement. Parent shall furnish to the conclusion of any SEC or staff review Company all information as may be reasonably requested by the Company in connection with the preparation, filing and distribution of the Proxy Statement. If any event relating to any of the Company Entities occursNo filing of, or if the Company becomes aware of any informationamendment or supplement to, that causes any information provided by it for use in the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to have become false review and comment thereon. If at any time prior to the Effective Time any information relating to the Company or misleading Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which 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 respectfact necessary 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 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 The parties shall notify each other promptly of the receipt of any information, that causes comments from the SEC or the staff of the SEC and of any information provided request by it the SEC or the staff of the SEC for use in amendments or supplements to the Proxy Statement to have become false or misleading in for additional information and shall supply each other with copies of all correspondence between it or any material respectof its Representatives, then Parent shall promptly inform on the Company thereof one hand, and the Company shall promptly file an appropriate amendment SEC or supplement the staff of the SEC, on the other hand, with the SEC and, if appropriate, mail such amendment or supplement respect to the stockholders of Proxy Statement or the CompanyMerger.

Proxy Statement. (a) As promptly as reasonably practicable following after the date of this Agreementhereof, the Company shall prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendments or supplements thereto, the “Proxy Statement”). Parent shall cooperate with the Company in connection with the preparation of the Proxy Statement, and each of including furnishing to the Company any and all information regarding Parent shall, or shall cause and Merger Sub and their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are as may be required to be filed disclosed or incorporated by such party in connection with reference therein under the Transactions contemplated herebyExchange Act or other applicable Law as promptly as reasonably practicable after the date hereof. The Company shall consult with promptly notify Parent and provide Parent and its counsel a reasonable opportunity to review and comment on of the Proxy Statement and any amendments or supplements thereto (and to review and comment on any receipt of all comments of from the SEC or its staff with respect to the Proxy Statement and of any request by the SEC or its staff for any amendment or supplement thereto or for additional information, and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC or its staff with respect to the Proxy Statement or the Merger. The Company and Parent (to the extent applicable) shall each use its reasonable best efforts to promptly provide responses to the SEC or its staff with respect to all comments received on the Proxy Statement from the SEC or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofits staff. The Company shall cause the definitive Proxy Statement to comply with all applicable rules and regulations be mailed to the holders of Common Shares promptly after the date the staff of the SEC and all other applicable Laws and shall directly advises the Company that it has no further comments thereon or indirectly incorporate that the fairness option referred Company may commence mailing the Proxy Statement to the holders of Common Shares. Notwithstanding anything to the contrary contained in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel this Agreement, prior to filing the Proxy Statement, or any amendment or supplement thereto, with a copy the SEC, mailing the Proxy Statement, or a description any amendment or supplement thereto, to the holders of Common Shares or responding to any comments received by the Company or its counsel requests from the SEC or its staff with respect to the Proxy Statement or the Merger, the Company shall provide Parent and its counsel with a reasonable opportunity to review and comment on such Proxy Statement, amendment, supplement or response and shall consider in good faith any comments reasonably proposed by Parent and/or its counsel and, to the extent permissible, shall provide Parent and its counsel an opportunity to participate in any material discussions or meetings with the staff of the SEC with respect to the Proxy Statement. (b) If, at any time prior to the time the Company Requisite Vote is obtained, any information is discovered by the Company, Parent or Merger Sub which it reasonably believes 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 so that the Proxy Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be mailed stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall provide prompt notice thereof to the Company’s stockholders as promptly as practicable other parties hereto and, if the Board of Directors of the Company determines in good faith (after the earlier of (iconsultation with its outside legal counsel) receiving notification that the SEC an amendment or its staff is not reviewing supplement 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 occursdescribing such information is required under Applicable Law, 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 such an appropriate amendment or supplement shall be 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 applicable 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 of the Company.

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 Legal Requirements, 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 applicable requirements of the Exchange Act and any applicable rules of the Nasdaq. (b) Unless this Agreement is earlier terminated pursuant to Article IX hereof, subject to the Company’s stockholders as promptly as practicable after the earlier terms of (iSection 7.2(b) 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 hereof, the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use shall include 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 Board Recommendation (other than with the SEC and, if appropriate, mail such amendment or supplement 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 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 practicable following after the date of this Agreementhereof (and in any event within fifteen (15) Business Days after the date hereof), the Company shall prepare and file a proxy statement with the SEC in connection with the Stockholders Meeting in preliminary form (as such proxy statement is amended and supplemented by any amendments or supplements thereto filed with the SEC, including the filing of such proxy statement in definitive form, together with any other transaction statement filed with the SEC in connection with the Stockholders Meeting, as any such transaction statement is amended and supplemented by any amendments or supplements thereto filed with the SEC, the “Proxy Statement”). In the event either the Company or the Parent reasonably deems it advisable after consultation with the other Party to make supplemental or amended disclosure or supplemental or amended disclosure is required by, or reasonably prudent in light of, applicable Law, or the SEC staff requests supplemental or amended disclosure (and does not promptly withdraw such request), then, as promptly as practicable after the date of such determination, the Parties shall, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare andand file, in each case to the extent either the Company or the Parent reasonably deems it advisable after consultation with each otherthe other Party to make supplemental or amended disclosure or supplemental or amended disclosure is required by applicable Law, file with or the SEC all Other Filings that are required staff has so requested the making of supplemental or amended disclosure (and has not promptly withdrawn the request), such Proxy Statement and the Parties shall cooperate, and shall cause their Affiliates to cooperate, in modifying any previously filed Proxy Statement to satisfy the requirements of the SEC, including by promptly providing or causing to be provided to each other all information with respect to itself, its Affiliates and its Representatives as may be reasonably requested by any of the other Parties for inclusion in a Proxy Statement. Subject to Section 5.4, the Proxy Statement filed by the Company shall include the Board Recommendation. The Parent agrees to promptly provide or cause to be provided all information with respect to itself, its Subsidiaries and Affiliates (including Merger Sub, the Investors and the Guarantors) and its Representatives as may be reasonably requested by the Company and which the Company determines in good faith is reasonably required for inclusion in any Proxy Statement filed by the Company. The Company agrees to promptly provide or cause to be provided all information with respect to itself, its Subsidiaries and Affiliates and its Representatives as may be reasonably requested by the Parent and which the Parent determines in good faith is reasonably required for inclusion in any Proxy Statement filed by the Parent or any of its Affiliates. (b) Each Party shall promptly notify the other Party of the receipt of all comments from the SEC with respect to any Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to the other Party copies of all written correspondence between such party in connection Party or any of its Representatives and the SEC with respect to any Proxy Statement. Each Party shall promptly provide responses to the Transactions contemplated herebySEC with respect to all comments received on the Proxy Statement from the SEC and use its reasonable best efforts to resolve all such comments as soon as reasonably practicable. The Company shall consult cause a definitive Proxy Statement to be filed with the SEC and mailed to the Stockholders promptly (and in any event within five (5) Business Days) after the date the SEC staff advises that it has no further comments on the preliminary Proxy Statement filed by the Company or that the Company may commence mailing the Proxy Statement. If at any time prior to the Stockholders Meeting, any information relating to the Company or the Parent or any of their respective Affiliates or Representatives should be discovered by the Company or the Parent that should be set forth in an amendment or supplement to any Proxy Statement so that such Proxy Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be filed promptly with the SEC, and to the extent required by applicable Law, disseminated to the Stockholders. (c) Subject to applicable Law, prior to filing or mailing any Proxy Statement, including any amendment or supplement thereto, or responding to any comments from the SEC with respect to any Proxy Statement, the Party that files or that has an Affiliate that files a Proxy Statement shall provide Parent and its counsel the other Party with a reasonable opportunity to review and comment on such document or response. (d) All expenses incurred in connection with the filing (including any applicable SEC filing fees), printing and mailing of any Proxy Statement Statement, including the filing, printing and any amendments or supplements thereto (and to review and comment on any comments mailing of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and as applicable, shall incorporate all reasonable comments and requests made be borne 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.