Common use of Proxy Statements Clause in Contracts

Proxy Statements. (a) If required by applicable Law, the Company will, as soon as practicable following the termination or expiration of the Offer, prepare and file a preliminary Proxy Statement (such proxy statement, and any amendments or supplements thereto, the "Proxy Statement") or, if applicable, an information statement with the SEC with respect to the Shareholders Meeting and will use its reasonable efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be cleared by the SEC as soon as practicable. The Company will notify the Parent 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 will supply the Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give the Parent and its counsel (who shall provide any comments thereon as soon as practicable) the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give the Parent and its counsel (who shall provide any comments thereon as soon as practicable) 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 and the Parent agrees to use its reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the shareholders of the Company. If at any time prior to the approval of this Agreement by the Company's shareholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will prepare and mail to its shareholders such an amendment or supplement. (b) The Company represents and warrants that the Proxy Statement will comply as to form in all material respects with the Exchange Act and, at the respective times filed with the SEC and distributed to shareholders of the Company, will 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 the light of the circumstances under which they were made, not misleading; provided, that the Company makes no representation or warranty as to any information included in the Proxy Statement which was provided by the Parent or Merger Sub. The Parent represents and warrants that none of the information supplied by the Parent or Merger Sub for inclusion in the Proxy Statement will, at the respective times filed with the SEC and distributed to shareholders 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 therein, in the light of the circumstances under which they were made, not misleading. (c) The Company shall use its reasonable efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby. (d) The Parent agrees, subject to applicable Law, to cause all shares of Company Common Stock purchased by Merger Sub and/or the Parent pursuant to the Offer and all other shares of Company Common Stock owned by the Parent, Merger Sub or any other Subsidiary or affiliate of the Parent to be voted in favor of the approval of this Agreement and the transactions contemplated hereby.

Proxy Statements. (a) If required by applicable Law, the Company will, as soon As promptly as practicable following after the termination or expiration of the OfferClosing Date, Parent shall prepare and file a preliminary Proxy Statement with the SEC two proxy statements relating to each of the Parent Stockholders’ Meetings to be held in connection with the Parent Stockholder Matters (such proxy statement, and together with any amendments thereof or supplements thereto, the "“Proxy Statement"Statements”). Parent shall (i) or, if applicable, an information statement cause the Proxy Statements to comply with applicable rules and regulations promulgated by the SEC with respect to the Shareholders Meeting and will use its reasonable efforts to (ii) respond promptly to any comments or requests of the SEC or its staff and to cause the Proxy Statement to be cleared by the SEC as soon as practicable. The Company will notify the Parent 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 related to the Proxy Statement or for additional information and will supply the Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the MergerStatements. The Company shall give Proxy Statements in the Parent and its counsel (who shall provide any comments thereon as soon as practicable) the opportunity to review the Proxy Statement prior to its being form initially filed with the SEC are referred to as the “Preliminary Proxy Statements” and shall give the Parent and its counsel (who shall provide any comments thereon as soon as practicable) Proxy Statements in the opportunity final definitive form to review all amendments and supplements be delivered to the holders of Parent Common Stock is referred to herein as the “Definitive 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 and the Parent agrees to use its reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the shareholders of the Company. If at any time prior to the approval of this Agreement by the Company's shareholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will prepare and mail to its shareholders such an amendment or supplementStatements.” (b) The Company represents Parent covenants and warrants agrees that the Definitive Proxy Statement Statements (and the letters to stockholders, notice of meeting and form of proxy included therewith) will (i) comply as to form in all material respects with the Exchange Act andrequirements of applicable U.S. federal securities Laws and the DGCL, at the respective times filed with the SEC and distributed to shareholders of the Company, (ii) will 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 made therein, in the light of the circumstances under which they were made, not misleading; provided, that the Company makes no representation or warranty as to any information included in the Proxy Statement which was provided by the Parent or Merger Sub. The Parent represents and warrants that none of the information supplied by the Parent or Merger Sub for inclusion in the Proxy Statement will, at the respective times filed with the SEC and distributed to shareholders 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 therein, in the light of the circumstances under which they were made, not misleading. (c) The Company Parent shall use cause each of the Proxy Statements to be mailed to Parent’s stockholders as promptly as practicable after such Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review such Proxy Statement or that its reasonable efforts review of such Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since such Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to obtain the necessary approvals by its shareholders of this Agreement review, such Proxy Statement, all in compliance with applicable U.S. federal securities laws and the transactions contemplated hereby. (d) The Parent agreesDGCL. If Parent, subject to applicable LawFirst Merger Sub, to cause all shares of Company Common Stock purchased by Second Merger Sub and/or or the Parent Surviving Entity (A) become aware of any event or information that, pursuant to the Offer Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the applicable Proxy Statement, (B) receives notice of any SEC request for an amendment or supplement to the applicable Proxy Statement or for additional information related thereto, or (C) receives SEC comments on the applicable Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and all shall cooperate with such other shares of Company Common Stock owned by Parties in Parent filing such amendment or supplement with the ParentSEC and, Merger Sub if appropriate, in mailing such amendment or any other Subsidiary or affiliate of the supplement to Parent to be voted in favor of the approval of this Agreement and the transactions contemplated herebystockholders.