Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent shall prepare and file with the SEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materials, and any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parent.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent Xxxxx shall prepare and file with the SEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materials, and any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from at the SEC. Parent earliest practicable date after the Offer has expired or terminated (unless 90% or more of outstanding Xxxxx Common Stock is acquired by Merger Sub pursuant to the Offer or Xxxxx Common Stock ceases to be registered under the Exchange Act in accordance with applicable law); and shall cooperate and provide Buyer with a use all reasonable opportunity efforts to review and comment on any amendment or supplement to have the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating event shall occur that is required to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment of or a supplement to the Proxy Statement so that any of Statement, Xxxxx shall prepare and file with the SEC such documents would not include any misstatement of a material fact amendment or omit to state any material fact necessary to make supplement as soon thereafter as is reasonably practicable. Buyer, Merger Sub and Xxxxx shall cooperate with each other in the statements therein, in light preparation of the circumstances under which they were madeProxy Statement, not misleading, the party which discovers such information and Xxxxx shall promptly notify Buyer of the other party hereto and, receipt of any comments of the SEC with respect to the extent required Proxy Statement and of any requests by applicable Laws, an appropriate the SEC for any amendment or supplement describing such thereto or for additional information, and shall promptly provide to Buyer copies of all correspondence between Xxxxx or any representative of Xxxxx and the SEC with respect to the Proxy Statement. Xxxxx shall give Buyer and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information shall by and replies to comments of the SEC before their being filed with, or sent to, the SEC. If the Proxy Statement is required to be promptly filed with the SEC, each of Xxxxx, Buyer and Merger Sub agrees to use all reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and disseminated to cause the Proxy Statement to be mailed to the stockholders holders of ParentXxxxx Common Stock entitled to vote at the Shareholder Meeting at the earliest practicable time.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent Monsoon shall prepare and file with the SEC applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy materials statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably acceptable to Buyer relating to obtaining requested by Monsoon and its advisers in connection with the Required Parent Vote (such proxy materialspreparation, filing and distribution of the Proxy Statement and any necessary amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time Closing any information relating to Parent Monsoon or Indigo Parent, or any of its their respective Affiliates, officers directors or directorsofficers, or the Transaction is should be discovered by Monsoon or Indigo Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that any of such documents 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 were made, not misleading, the party which that discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, and an appropriate amendment or supplement describing such information shall promptly be promptly prepared and filed with the SEC and disseminated applicable Governmental Entities by Monsoon and, to the stockholders extent required by applicable Law, delivered to the holders of Parentthe Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counsel.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: (a) As promptly as reasonably practicable following the date hereof, Parent and in any event within fifteen (15) Business Days after the date hereof, Fleetmatics shall prepare and file with the SEC preliminary proxy materials reasonably acceptable to Buyer which shall constitute the Scheme Document, which shall also constitute the proxy statement relating to obtaining the Required Parent Vote matters to be submitted to the Fleetmatics Shareholders at the Court Meeting and the EGM (such proxy materialsProxy Statement, and any amendments or supplements thereto, the "“Proxy Statement"”). Parent Verizon and Bidco shall cooperate with Fleetmatics in the preparation of the Proxy Statement and furnish all information concerning Verizon or Bidco, as the case may be, that is required in connection with the preparation of the Proxy Statement. Fleetmatics shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC and to mail the Proxy Statement to its shareholders as promptly as practicable (and in any event within five (5) Business Days after the date of the resolution of any comments of the SEC or the staff of the SEC with respect to the preliminary Proxy Statement), to the extent required by applicable Law. Fleetmatics shall, within one business day as promptly as practicable after receipt thereof, provide Buyer Verizon with copies of any written comments and advise Buyer Verizon of any oral comments with respect to the Proxy Statement received from the SEC or the Staff of the SEC. Parent Fleetmatics shall cooperate and provide Buyer Verizon with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and Fleetmatics will promptly provide Buyer Verizon with a copy of all such filings made with the SEC. Notwithstanding Each Party shall use its reasonable best efforts to take any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement action required to be mailed to Parent's stockholders taken by it under any applicable state securities Laws in connection with the Acquisition, and each Party shall furnish all information concerning it and the holders of its capital stock as promptly as practicable after it has been cleared by the SECmay be reasonably requested in connection with any such action. The Proxy Statement shall conform to all applicable Laws. Parent will advise BuyerIf, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time Time, any information relating to Parent or any of its the Parties, or their respective Affiliates, officers or directors, or the Transaction is should be discovered by Parent or Buyer which either Party, and such information should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents 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 Party that discovers such information shall promptly notify the other party hereto Party and, to the extent required by applicable LawsLaw, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and and, to the extent required by Law, disseminated to the stockholders of ParentFleetmatics Shareholders.

Preparation of Proxy Statement. Except Each of the Parties shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent preliminary Proxy Statement. The Company shall prepare and file with the SEC proxy materials as promptly as reasonably acceptable practicable a preliminary Proxy Statement (but in no event later than fifteen (15) Business Days after the date of this Agreement); provided, however, that the Company shall furnish such preliminary Proxy Statement to Buyer relating Parent and give Parent and its legal counsel a reasonable opportunity to obtaining review such preliminary Proxy Statement prior to filing with the Required SEC and shall accept all reasonable additions, deletions or changes suggested by Parent Vote (such proxy materials, in connection therewith. The Company shall notify Parent of the receipt of any comments of the SEC staff with respect to the preliminary Proxy Statement and of any amendments requests by the SEC for any amendment or supplements thereto, the "Proxy Statement"). supplement thereto or for additional information and shall provide to Parent shall, within one business day after receipt thereof, provide Buyer as promptly as reasonably practicable copies of all written correspondence between the Company or any written comments representative of the Company and advise Buyer of any oral comments the SEC with respect to the Proxy Statement Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, the Company shall use its reasonable best efforts to respond as promptly as practicable to the comments of the SEC and to cause the Proxy Statement in definitive form to be cleared by the SEC. The Company shall provide Parent shall cooperate and provide Buyer its legal counsel with a reasonable opportunity to review and comment on any amendment or supplement to the preliminary Proxy Statement prior to filing such with the SECSEC and shall accept all reasonable additions, and will deletions or changes suggested by Parent in connection therewith. Parent shall promptly provide Buyer the Company with a copy of all such filings made with the SEC. Notwithstanding any other provision herein information in its possession as may be required to the contrary, no amendment or supplement to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the extent relating SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to information on Buyer be contained in the Proxy Statement has been included therein by the Company, the Company shall be made without file the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to Parent's stockholders (including by electronic delivery if permitted) as promptly as practicable after it has been cleared thereafter to its stockholders of record, as of the record date established by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of ParentBoard.

Preparation of Proxy Statement. Except Each of the Company and Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 preliminary Proxy Statement. The Company shall apply: As promptly as reasonably practicable following the date hereof, Parent shall prepare and file with the SEC proxy materials a preliminary Proxy Statement (and in any event no later than 30 days following the date of this Agreement); provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. The Company shall notify Parent of the receipt of any comments of the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent, as promptly as reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materialspracticable, and any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of all written correspondence between the Company or any written comments representative of the Company and advise Buyer of any oral comments the SEC with respect to the Proxy Statement Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, the Company shall respond as promptly as reasonably practicable to the comments of the SEC. The Company shall provide Parent shall cooperate and provide Buyer its legal counsel with a reasonable opportunity to review and comment on any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing such with the SECSEC and shall accept all reasonable additions, and will deletions or changes suggested by Parent in connection therewith. Parent shall promptly provide Buyer the Company with a copy of all such filings made with the SEC. Notwithstanding any other provision herein information as may be required to the contrary, no amendment or supplement to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the extent relating SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to information on Buyer be contained in the Proxy Statement has been included therein by the Company, the Company shall be made without file the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to Parent's stockholders (including by electronic delivery if permitted) as promptly as practicable after it has been cleared reasonably practicable, to its stockholders of record, as of the record date established by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, Board of Directors of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of ParentCompany.

Preparation of Proxy Statement. Except to If the extent adoption of this Agreement by the Parent Stockholders Meeting Company’s stockholders is not required pursuant to Section 8.10by Applicable Law, then as soon as practicable after the Acceptance Time, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent Company shall prepare and file shall cause to be filed with the SEC proxy materials reasonably acceptable in preliminary form the Proxy Statement. Except as expressly contemplated by Section 6.2(f) and Section 6.2(g), the Proxy Statement shall include the Company Board Recommendation. The Company will use reasonable best efforts to Buyer relating to obtaining cause the Required Parent Vote (such proxy materialsProxy Statement, and at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, time of the time when the Proxy Statement is cleared by the SEC or Company Stockholder Meeting, to not contain any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the party which discovers such Company with respect to information supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall use reasonable best efforts to cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and to satisfy all rules of the NASDAQ. The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Merger Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other party hereto and, hand. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC or the staff of the SEC with respect to the extent required by applicable LawsProxy Statement, an appropriate amendment or supplement describing and the Company shall provide Parent and Merger Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such information shall be promptly filed with written comments of the SEC and disseminated or its staff. Prior to the stockholders filing of Parentthe Proxy Statement or the dissemination thereof to the Company Stockholders, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Merger Sub a reasonable opportunity to review and to propose comments on such document or response.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly soon as reasonably practicable following after the date hereof, Parent the Company shall prepare and file shall cause to be filed with the SEC in preliminary form a proxy materials reasonably acceptable to Buyer statement relating to obtaining the Required Parent Vote Shareholders’ Meeting (such proxy materials, and together with any amendments thereof or supplements thereto, the "“Proxy Statement"”). Except as expressly contemplated by Section 6.02(f), the Proxy Statement shall include the Recommendation with respect to the Merger, the Fairness Opinion (if not withdrawn, and subject to the consent of Lazard) and a copy of Section 351.455 of the MGBCL. The Company shall cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of Nasdaq. The Company shall promptly notify the Parent shallEntities 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, within one business day after receipt thereof, and shall provide Buyer the Parent Entities with copies of all related correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any written comments and advise Buyer of any oral comments the SEC or the staff of the SEC with respect to the Proxy Statement received from Statement. The Company shall provide the SEC. Parent shall cooperate Entities and provide Buyer with a their counsel reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement (including any amendments or revisions thereto) and all other materials used in connection with the Shareholders’ Meeting that (i) constitute “proxy materials” or “solicitation materials” as those terms are used in Rules 14a-1 through 14a-17 promulgated under the Exchange Act or (ii) are otherwise used for the “solicitation” of “proxies” as those terms are defined in Rule 14a-1 promulgated under the Exchange Act, in each case prior to the filing such thereof with the SEC, and will provide Buyer with a copy of all such filings made with SEC or the SEC. Notwithstanding any other provision herein dissemination thereof to the contraryCompany’s shareholders and shall give good faith consideration to any comments made by Parent or its counsel, no amendment or supplement to but the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval Company shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement obligated to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or incorporate any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parentcomment.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly soon as reasonably practicable following the date hereofof this Agreement, Parent Earthstone shall prepare and file with the SEC a proxy materials reasonably acceptable statement containing the information specified in Schedule 14A of the Exchange Act to Buyer relating obtain Stockholder Approval (the “Proxy Statement”) in preliminary form. Earthstone will endeavor to obtaining provide copies of the Required Parent Vote (proposed Proxy Statement to Seller such proxy materialsthat Seller and its representatives are afforded a reasonable amount of time prior to the dissemination or filing thereof to review such material and comment thereon in good faith prior to such dissemination or filing, and Earthstone shall reasonably consider in good faith any amendments or supplements thereto, the "Proxy Statement")comments of such Persons and shall make Earthstone’s representatives available to discuss such comments with such Persons. Parent shall, within one business day after receipt thereof, Earthstone shall provide Buyer Seller and its representatives with copies of any written comments and advise Buyer inform them of the material terms of any oral comments that Earthstone or any of its representatives receive from the SEC or its staff with respect to the Proxy Statement received from within a commercially reasonable period after the SEC. Parent receipt of such comments and shall cooperate and provide Buyer with give Seller a reasonable opportunity under the circumstances to review and comment in good faith on any amendment proposed written or supplement material oral responses to such comments and Earthstone shall reasonably consider in good faith any such comments. Earthstone shall use its reasonable best efforts to have the Proxy Statement prior cleared for use under the Exchange Act as promptly as practicable after such filing. Earthstone shall use its reasonable best efforts to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders the Earthstone Stockholders as promptly as practicable after it has been cleared by the clearance is received from the SEC. The Proxy Statement Earthstone shall conform use commercially reasonable efforts to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, keep Seller informed throughout the process of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment filing of the Proxy Statement. If at any time prior to the Effective Time Closing Date any information relating to Parent Buyer or Seller, or any of its their respective Affiliates, officers directors or directorsofficers, or the Transaction is discovered by Parent or Buyer which any Party that should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents it 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 Party that discovers such information shall promptly notify the other party Parties hereto and, to the extent required by applicable Laws, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and and, to the extent required by applicable Law, disseminated to the stockholders Earthstone Stockholders. Earthstone shall notify Seller of Parentthe receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information.

Preparation of Proxy Statement. Except (a) Rymex, Xxrger Sub and Parent shall furnish to each other all information concerning such person or such person's business that is required by applicable Law to be included in the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: Proxy Statement. As promptly soon as reasonably practicable following after the date hereof, Parent shall but in any event not later than April 25, 2001, Rymex xxxll prepare and file with the SEC (after providing Merger Sub and Parent with a reasonable opportunity to review and comment thereon) preliminary proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote Stockholders' Meeting (such proxy materials, and together with any amendments thereof or supplements thereto, the "Proxy Statement"). ) and shall use its best efforts to promptly respond to any comments of the staff ("Staff") of the SEC (after providing Merger Sub and Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement thereon) and to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders Rymex'x xxxckholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform responding to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, such comments to the satisfaction of the time when Staff. Rymex xxxll notify Merger Sub and Parent promptly of the Proxy Statement is cleared by receipt of any comments from the SEC or and of any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent amendments or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement supplements to the Proxy Statement so that or for additional information and shall supply Merger Sub with copies of all correspondence between Rymex xx any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Merger. Rymex xxxl cause the Proxy Statement to comply in all material respects with the applicable provisions of the 1934 Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such documents would not include any misstatement of a material fact or omit information relating to state any material fact necessary it and its affiliates to make ensure that the statements therein, regarding the parties hereto and their affiliates and such transactions contained in light of the circumstances under which they were made, Proxy Statement will not misleading, on the party which discovers such information shall promptly notify date the other party hereto and, to the extent required by applicable Laws, an appropriate amendment Proxy Statement is mailed or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parent.on

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following after the date hereofhereof (and in any event within fifteen Business Days), Parent shall prepare and file with the SEC proxy materials the preliminary Proxy Statement in form and substance reasonably acceptable satisfactory to each of Parent and Buyer relating to obtaining the Required transactions contemplated hereby. Subject to the terms of this Agreement, the Proxy Statement shall reflect the Recommendation and shall include a description of the other Board Actions. Buyer shall cooperate with Parent Vote in the preparation of the preliminary Proxy Statement and the definitive Proxy Statement and shall furnish to Parent the information relating to Buyer required by the Exchange Act. Parent shall use its commercially reasonable efforts, after consultation with Buyer (such proxy materialsand Buyer shall cooperate with Parent in good faith in connection therewith), to respond as promptly as practicable to any comments of the SEC and to cause the Proxy Statement in definitive form to be mailed to the Members at the earliest reasonably practicable time. Each of Parent and Buyer shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect. Parent agrees to take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC and to be disseminated to holders of Units, in each case as, and to the extent, required by Legal Requirement. Parent shall promptly provide Buyer and its counsel 4832-2222-1976\19 with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from the SEC or its staff (including any request by the SEC or its staff for any amendments or supplements thereto, to the "preliminary Proxy Statement or the definitive Proxy Statement"). , and Parent shalland Buyer shall cooperate in filing with the SEC or its staff, within one business day after receipt thereofand, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. if required, Parent shall cooperate mail to its members, as promptly as reasonably practicable, such amendment or supplement. Buyer and provide Buyer with its counsel shall be given a reasonable opportunity to review any written responses to such SEC comments and comment on any amendment or supplement Parent shall give due consideration to the Proxy Statement prior to filing such with the SECreasonable additions, deletions or changes suggested thereto by Buyer and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SECits counsel. The Proxy Statement shall conform to comply in all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, material respects with requirements of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of ParentLegal Requirement.

Preparation of Proxy Statement. Except (a) Xxxxx, Merger Sub and Parent shall furnish to each other all information concerning such person or such person's business that is required by applicable Law to be included in the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: Proxy Statement. As promptly soon as reasonably practicable following after the date hereof, Parent but in any event not later than April 25, 2001, Xxxxx shall prepare and file with the SEC (after providing Merger Sub and Parent with a reasonable opportunity to review and comment thereon) preliminary proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote Stockholders' Meeting (such proxy materials, and together with any amendments thereof or supplements thereto, the "Proxy Statement"). ) and shall use its best efforts to promptly respond to any comments of the staff ("Staff") of the SEC (after providing Merger Sub and Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement thereon) and to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's Xxxxx'x stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform responding to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, such comments to the satisfaction of the time when Staff. Xxxxx shall notify Merger Sub and Parent promptly of the Proxy Statement is cleared by receipt of any comments from the SEC or and of any request by the SEC for amendment amendments or supplements to the Proxy Statement or for additional information and shall supply Merger Sub with copies of all correspondence between Xxxxx or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Merger. Xxxxx will cause the Proxy Statement to comply in all material respects with the applicable provisions of the 1934 Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and its affiliates to ensure that the statements regarding the parties hereto and their affiliates and such transactions contained in the Proxy Statement will not on the date the Proxy Statement is mailed or on the date of the Stockholders' Meeting or at the Effective Time include any untrue statement of a material fact or omit to state a 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 Stockholders' Meeting there shall occur any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which event that should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereinStatement, in light of the circumstances under which they were made, not misleading, the party which discovers such information Xxxxx shall promptly notify the other party hereto andprepare and mail to its stockholders such an amendment or supplement; provided, to the extent required by applicable Laws, an appropriate that no such amendment or supplement describing such information to the Proxy Statement will be made by Xxxxx without providing the Merger Sub and Parent the reasonable opportunity to review and comment thereon and without the approval of Merger Sub and Parent, which approval shall not be promptly filed unreasonably withheld. Xxxxx and its counsel shall permit Merger Sub, Parent and their respective counsel to participate in all communications with the SEC and disseminated its Staff, including all meetings and telephone conferences, relating to the stockholders Proxy Statement, this Agreement or the Merger; provided that in the event that such participation by Merger Sub and Parent is not practicable, the Board of ParentDirectors shall promptly inform Merger Sub and Parent of the content of all such communications and the participants involved therein.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not If required pursuant to Section 8.10by applicable law, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent Company shall prepare and file with the SEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materials, and any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from as soon as reasonably practicable after the SEC. Parent first to occur of the purchase of and payment for shares of Class A Common Stock pursuant to the Offer or the Merger Trigger, and shall cooperate and provide Buyer with a reasonable opportunity use its best efforts to review and comment on any amendment or supplement to have the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which event shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement so that any of such documents 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 misleadingStatement, the party which discovers Company shall prepare and file with the SEC such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing as soon thereafter as is reasonably practicable. Parent, Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC with respect to the Proxy Statement. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of the Company, Parent and Sub agrees to use its best efforts, after consultation with the other parties hereto, to respond promptly to all such information shall be promptly filed with comments of and requests by the SEC and disseminated to cause the Proxy Statement to be mailed to the stockholders holders of ParentCompany Common Stock entitled to vote at the Company Stockholders' Meeting at the earliest practicable time.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent Seller shall prepare and file with the SEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Seller Vote (such proxy materials, and any amendments or supplements thereto, the "“Proxy Statement"”). Parent Seller shall, within one promptly after receipt thereof, but in no event later than two business day days after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent Seller shall cooperate and provide Buyer with a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement to the Proxy Statement thereto prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent Seller will cause the Proxy Statement to be mailed to Parent's Seller’s stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform in all material respects to all applicable Laws. Parent Seller will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent Seller, Buyer or any of its their respective Affiliates, officers or directors, or the Transaction is discovered by Parent Seller or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of ParentSeller.

Preparation of Proxy Statement. Except ARCA promptly shall prepare the Proxy Statement and mail the same to its shareholders in accordance with its charter and bylaws . CyberGuard shall cooperate with and assist ARCA in the preparation of the Proxy Statement. The Proxy Statement shall, together with the CyberGuard Disclosure Materials, constitute a disclosure document for the offer and issuance of the shares of CyberGuard Common Stock to be received by holders of ARCA Common Stock and ARCA Preferred Stock in the Merger. ARCA and CyberGuard shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities law requirements. Each of ARCA and CyberGuard agrees to provide promptly to the extent other such information concerning its business affairs and financial statements as, in the Parent Stockholders Meeting is not reasonable judgment of the providing party or its counsel, may be required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent shall prepare and file for inclusion in or with the SEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materialsProxy Statement, and or in any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall cause its counsel and auditors to cooperate and provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, other's counsel and will provide Buyer with a copy of all such filings made with auditors in the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment preparation of the Proxy Statement. If at any time prior to the Effective Time any information event relating to Parent CyberGuard or any of its Affiliates, officers or directors, or the Transaction is Subsidiaries should be discovered by Parent or Buyer which should be set forth in an amendment of, or a supplement to, the Proxy Statement, CyberGuard promptly shall so inform ARCA and shall furnish all necessary information to ARCA relating to such event. If any event relating to ARCA should be discovered which should be set forth in an amendment of, or a supplement to, the Proxy Statement, ARCA promptly shall so inform CyberGuard and shall furnish all necessary information to CyberGuard relating to such event. In the Proxy Statement, ARCA shall present this Agreement and the Merger for approval by the holders of ARCA Common Stock and ARCA Preferred Stock either by written consent or at the special meeting of ARCA Shareholders relating to the Merger, include the recommendation of ARCA's Board of Directors to its Shareholders that they vote in favor of the Agreement and the Merger and include any description of the availability of dissenters' rights required by applicable law. ARCA shall provide CyberGuard and its counsel with a reasonable opportunity to review, comment upon and approve the Proxy Statement. ARCA covenants to CyberGuard that it will distribute the Proxy Statement so that any of such documents would not include any misstatement of only to recipients who also receive a material fact or omit to state any material fact necessary to make the statements therein, in light copy of the circumstances under CyberGuard Disclosure Materials concurrently therewith and that the Proxy Statement will contain a conspicuous statement in substantially the following form: THIS PROXY STATEMENT IS BEING DISTRIBUTED TOGETHER WITH THE CYBERGUARD DISCLOSURE MATERIALS IN CONNECTION WITH THE MERGER DESCRIBED HEREIN. THE CYBERGUARD DISCLOSURE MATERIALS CONTAIN IMPORTANT INFORMATION CONCERNING CYBERGUARD CORPORATION AND SHOULD BE READ TOGETHER WITH THIS PROXY STATEMENT PRIOR TO MAKING A DECISION TO VOTE ON THE MERGER. IF YOU HAVE RECEIVED THIS PROXY STATEMENT WITHOUT THE ACCOMPANYING CYBERGUARD DISCLOSURE MATERIALS PLEASE CONTACT ARCA SYSTEMS, INC. IMMEDIATELY AND A COPY OF SUCH MATERIALS WILL BE PROVIDED TO YOU FREE OF CHARGE. In addition, any form of proxy or written consent which they were made, not misleading, is provided to holders of ARCA's securities for use in voting upon or consenting to this Agreement and the party which discovers such information shall promptly notify Merger will contain an acknowledgment that the other party hereto and, to stockholder executing the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with proxy has received and reviewed the SEC and disseminated to the stockholders of ParentCyberGuard Disclosure Materials.

Preparation of Proxy Statement. Except to The Company, in consultation with Parent, shall prepare and file a proxy statement (together with any amendments or supplements thereto, and any other filings under the extent Exchange Act required in connection with the Parent Stockholders Meeting is not required pursuant to Section 8.10Merger, the following provisions of this Section 8.9 shall apply: As promptly “Proxy Statement“) with the SEC as soon as reasonably practicable following the date hereof, Parent of this Agreement. The Company shall prepare and file with use its reasonable best efforts to have the Proxy Statement cleared by the SEC proxy materials reasonably acceptable to Buyer relating to obtaining as promptly as practicable after filing. The Company shall notify Parent promptly of the Required Parent Vote (such proxy materials, receipt of any written or oral comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements thereto, to the "Proxy Statement"). Statement or for additional information and will supply Parent shall, within one business day after receipt thereof, provide Buyer with copies of all correspondence between the Company or any written comments of its representatives, on the one hand, and advise Buyer of any oral comments the SEC or its staff, on the other hand, with respect to the Proxy Statement received from or the SECtransactions contemplated by this Agreement. The Company shall consult with Parent shall cooperate and provide Buyer prepare written responses with a reasonable opportunity respect to review and comment on any such written comments. No amendment or supplement to the Proxy Statement prior to filing such shall be made, and no correspondence filed with the SECSEC with respect thereto, and will provide Buyer with a copy of all such filings made with by the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made Company without the approval consent of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent Company will advise Buyer, Parent promptly after it receives notice thereof, of the time when that the Proxy Statement is has been cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. To the extent permitted by Law, the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement has been cleared by the SEC. If at any time prior to the Effective Time Company Stockholder Meeting there shall occur any information relating to Parent event (including discovery of any fact, circumstance or event by any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which party hereto) that should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents 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 misleadingStatement, the party which discovers such information shall promptly notify the other party parties hereto andand the Company shall promptly prepare and mail to its stockholders such an amendment or supplement, in each case to the extent required by applicable Laws, an appropriate Law. Parent shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement describing thereto, including by providing such information shall be promptly filed with as the SEC and disseminated to Company may reasonably request for inclusion in the stockholders of ParentProxy Statement.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly soon as reasonably practicable practicable, but in any event within 28 days following the date hereof, Parent shall Target shall, with the assistance and approval (not to be unreasonably withheld or delayed) of Zoetis prepare and file with the SEC a proxy materials reasonably acceptable to Buyer statement, which shall include the Scheme Document (as may be amended or supplemented, the “Proxy Statement”), relating to obtaining the Required Parent Vote (matters to be submitted to the Target Shareholders at the Scheme Meeting and the EGM. Target shall use all reasonable endeavours to resolve all SEC comments and have the Proxy Statement cleared by the SEC as promptly as is reasonably practicable following filing with the SEC and to mail the Proxy Statement to its shareholders as promptly as is reasonably practicable after such proxy materialsclearance, and any amendments or supplements thereto, to the "Proxy Statement")extent required by applicable Law. Parent Target shall, within one business day as promptly as is reasonably practicable after receipt thereof, provide Buyer Zoetis with copies of any written comments and advise Buyer Zoetis of any oral comments with respect to the Proxy Statement received from the SEC. Parent Each Party shall cooperate and Target shall provide Buyer Zoetis with a reasonable opportunity (which shall not be less than two Business Days from receipt of written notice from Target) to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, which comments shall be reasonably considered by Target, and Target will provide Buyer Zoetis with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement SEC (to the extent relating to information on Buyer shall be not otherwise made without the approval of Buyer, which approval shall not be unreasonably withheld or delayedpublicly available). Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent Target will advise BuyerZoetis, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment clearance of the Proxy Statement. If If, at any time prior to the Effective Time any information relating to Parent or any of its AffiliatesTime, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement is necessary so that any of such documents 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 Target shall promptly notify the other party hereto Zoetis and, to the extent required by applicable Laws, Law an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and and, to the extent required by Law, disseminated to the stockholders Target Shareholders. To the extent that clearance of Parentthe Proxy Statement by the SEC might require that waivers and/or derogations in respect of the Takeover Rules be sought and obtained from the Panel, following discussion with Zoetis, Target shall make a submission for such waiver or derogation at the earliest opportunity after having provided Zoetis with a reasonable opportunity to review and comment on such submission, which comments shall be reasonably considered and accommodated by Target.

Preparation of Proxy Statement. Except As soon as practicable after the date of this Agreement (and in any event, but subject to Parent’s timely performance of its obligations under Section 6.04(b), within twenty (20) Business Days after the date of this Agreement), the Company shall prepare and shall cause to be filed with the SEC in preliminary form a proxy statement relating to the extent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the Parent Stockholders Meeting “Proxy Statement”). Unless there is not required an Adverse Recommendation Change pursuant to Section 8.106.03, the following provisions Proxy Statement shall include the Board Recommendation. The Company will cause the Proxy Statement, at the time of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent shall prepare and file with mailing of the SEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materials, and Proxy Statement or any amendments or supplements thereto, and at the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, time of the time when the Proxy Statement is cleared by the SEC or Stockholders’ Meeting, not to contain any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation, warranty or covenant is made by the party which discovers Company with respect to information supplied by or on behalf of Parent or Merger Sub (or their Representatives) for inclusion or incorporation by reference in the Proxy Statement. The Company will cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of the NASDAQ. 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 filing such information shall promptly notify documents with the other party hereto andSEC or disseminating such documents to stockholders of the Company and reasonable opportunity to review and comment on all responses to requests from the SEC for additional information, in each case, to the extent required reasonably practicable. The Company shall consider in good faith any comments made by applicable LawsParent and its counsel with respect to the foregoing; provided, an appropriate amendment however, that the Company may amend or supplement describing such information the Proxy Statement without the review or comment of Parent to effect an Adverse Recommendation Change pursuant to and in accordance with Section 6.03. The Company shall be promptly filed with notify Parent upon the receipt of any comments from the SEC and disseminated or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the stockholders Proxy Statement, and shall promptly provide Parent with copies of Parentall correspondence with respect to the Proxy Statement or the Transactions between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to, and Parent shall use reasonable best efforts to assist the Company in responding to, any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment in accordance with this Section 6.04(a) on any proposed written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the Company’s stockholders, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As Paligent agrees that as promptly as reasonably practicable following the date hereof, Parent of this Agreement it shall prepare and file with a proxy statement on Form 14A (the SEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materials, and any amendments or supplements thereto, the "“Proxy Statement"”). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect Paligent shall use commercially reasonable efforts to the Proxy Statement received from the SEC. Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's its stockholders at the earliest practicable date following such filing. In connection with the foregoing, IFL shall furnish to Paligent (and be responsible for) all information related to it as promptly as practicable after it has been cleared by is required to be included in the SECProxy Statement. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyerspecify that (a) the following persons shall be standing for election as directors of Paligent: Xxxxxxxxx X. Xxxxx, promptly after it receives notice thereofXxxxxxx X. Xxxxx, Xxxxxxx Xxxxxx, Xxxx Xxxx and Xxxxx Xxxxxx; (b) Xxxxx Xxxxxx shall be chairman of the time when board of directors; and (c) the Proxy Statement is cleared by following persons shall be appointed as the SEC or any request by officers of Paligent with the SEC for amendment of the Proxy Statementtitle set after their name: Xxxxx Xxxxxx (chief executive officer and president), Xxxxxxxxx X. Xxxxx (chief financial officer, executive vice president and treasurer) and Xxxx Xxxx (secretary). If at any time prior to the Effective Time any event with respect to IFL or with respect to other information relating supplied by IFL for inclusion in the Proxy Statement shall occur which is required to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth described in an amendment of, or a supplement to to, the Proxy Statement Statement, IFL shall provide written notice thereof to Paligent and such event shall be so that any of described, and such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated and, as required by law, disseminated. If, at any time prior to the stockholders Effective Time any event with respect to Paligent or any of Parentthe Paligent Subsidiaries or with respect to other information supplied by Paligent for inclusion in the Proxy Statement shall occur, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated.

Preparation of Proxy Statement. Except Each of the Company and Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 preliminary Proxy Statement. The Company shall apply: As promptly as reasonably practicable following the date hereof, Parent shall prepare and file with the SEC proxy materials a preliminary Proxy Statement (and in any event no later than 30 days following the date of this Agreement); provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. The Company shall notify Parent of the receipt of any comments of the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent, 39 as promptly as reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materialspracticable, and any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of all written correspondence between the Company or any written comments representative of the Company and advise Buyer of any oral comments the SEC with respect to the Proxy Statement Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, the Company shall respond as promptly as reasonably practicable to the comments of the SEC. The Company shall provide Parent shall cooperate and provide Buyer its legal counsel with a reasonable opportunity to review and comment on any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing such with the SECSEC and shall accept all reasonable additions, and will deletions or changes suggested by Parent in connection therewith. Parent shall promptly provide Buyer the Company with a copy of all such filings made with the SEC. Notwithstanding any other provision herein information as may be required to the contrary, no amendment or supplement to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the extent relating SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to information on Buyer be contained in the Proxy Statement has been included therein by the Company, the Company shall be made without file the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to Parent's stockholders (including by electronic delivery if permitted) as promptly as practicable after it has been cleared reasonably practicable, to its stockholders of record, as of the record date established by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, Board of Directors of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of ParentCompany.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10Seller shall, the following provisions of this Section 8.9 and each other Seller shall apply: As promptly as reasonably practicable following the date hereofcause Parent Seller to, Parent shall prepare and file with the SEC a proxy materials reasonably acceptable to Buyer statement or information statement relating to obtaining the Required Parent Vote Seller Shareholders' Meeting (such proxy materials, and any amendments or supplements thereto, the "Proxy Statement")) as soon as reasonably practicable after the date hereof, and shall use its best efforts to have the Proxy Statement cleared by the SEC. If at any time prior to the New York Closing Date any event shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement, Parent Seller shall, and each other Seller shall cause Parent Seller to, prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Parent Seller shall, within one business day after and each other Seller shall cause Parent Seller to, notify Purchaser of the receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments the SEC with respect to the Proxy Statement received from and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall promptly provide (or cause to be provided) to Purchaser copies of all correspondence between Parent Seller or any representative of Parent Seller and the SEC with respect to the Proxy Statement. Parent Seller shall, and each other Seller shall cause Parent Seller to, and each other Seller shall cause Parent Seller to, promptly give Purchaser and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Parent shall cooperate Seller agrees to use its best efforts, (and provide Buyer with a reasonable opportunity each other Seller agrees to review and comment on any amendment or supplement cause Parent Seller to the Proxy Statement prior to filing such use its best efforts to) after consultation with the SECother parties hereto, and will provide Buyer with a copy of to respond promptly to all such filings made with comments of and requests by the SEC. Notwithstanding any other provision herein SEC and to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parententitled to vote at Parent Seller Shareholders' Meeting at the earliest practicable time (but in no event later than November 30, 2001).

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following after the date hereofhereof (and in any event within fifteen Business Days), Parent shall prepare and file with the SEC proxy materials the preliminary Proxy Statement in form and substance reasonably acceptable satisfactory to each of Parent and Buyer relating to obtaining the Required transactions contemplated hereby. Subject to the terms of this Agreement, the Proxy Statement shall reflect the Recommendation and shall include a description of the other Board Actions. Buyer shall cooperate with Parent Vote in the preparation of the preliminary Proxy Statement and the definitive Proxy Statement and shall furnish to Parent the information relating to Buyer required by the Exchange Act. Parent shall use its commercially reasonable efforts, after consultation with Buyer (such proxy materialsand Buyer shall cooperate with Parent in good faith in connection therewith), to respond as promptly as practicable to any comments of the SEC and to cause the Proxy Statement in definitive form to be mailed to the Members at the earliest reasonably practicable time. Each of Parent and Buyer shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect. Parent agrees to take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC and to be disseminated to holders of Units, in each case as, and to the extent, required by Legal Requirement. Parent shall promptly provide Buyer and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from the SEC or its staff (including any request by the SEC or its staff for any amendments or supplements thereto, to the "preliminary Proxy Statement or the definitive Proxy Statement"). , and Parent shalland Buyer shall cooperate in filing with the SEC or its staff, within one business day after receipt thereofand, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. if required, Parent shall cooperate mail to its members, as promptly as reasonably practicable, such amendment or supplement. Buyer and provide Buyer with its counsel shall be given a reasonable opportunity to review any written responses to such SEC comments and comment on any amendment or supplement Parent shall give due consideration to the Proxy Statement prior to filing such with the SECreasonable additions, deletions or changes suggested thereto by Buyer and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SECits counsel. The Proxy Statement shall conform to comply in all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, material respects with requirements of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of ParentLegal Requirement.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly soon as reasonably practicable following the date hereofof this Agreement, Parent Earthstone shall prepare and file with the SEC a proxy materials reasonably acceptable statement containing the information specified in Schedule 14A of the Exchange Act to Buyer relating obtain Stockholder Approval (the “Proxy Statement”) in preliminary form. Earthstone will endeavor to obtaining provide copies of the Required Parent Vote (proposed Proxy Statement to Seller such proxy materialsthat Seller and its representatives are afforded a reasonable amount of time prior to the dissemination or filing thereof to review such material and comment thereon in good faith prior to such dissemination or filing, and Earthstone shall reasonably consider in good faith any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies comments of any written comments such Persons and advise Buyer of any oral shall make Earthstone’s representatives available to discuss such comments with respect such Persons. Earthstone shall use its reasonable best efforts to have the Proxy Statement received from cleared for use under the SECExchange Act as promptly as practicable after such filing. Parent Earthstone shall cooperate and provide Buyer with a use its reasonable opportunity best efforts to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders the Earthstone Stockholders as promptly as practicable after it has been cleared by the clearance is received from the SEC. The Proxy Statement Earthstone shall conform use commercially reasonable efforts to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, keep Seller informed throughout the process of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment filing of the Proxy Statement. If at any time prior to the Effective Time Closing Date any information relating to Parent Buyer or Seller, or any of its their respective Affiliates, officers directors or directorsofficers, or the Transaction is discovered by Parent or Buyer which any Party that should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents it 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 Party that discovers such information shall promptly notify the other party Parties hereto and, to the extent required by applicable Laws, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and and, to the extent required by applicable Law, disseminated to the stockholders Earthstone Stockholders. Earthstone shall notify Seller of Parentthe receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information. After the Execution Date, Buyer shall commence preparation of a draft of the registration statement with respect to the Stock Consideration in a manner consistent with the Registration Rights Agreement.