Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. (a) The Company, the Shareholders, Merger Sub, Parent and Saw Mill shall furnish to each other all information concerning such person or such person's business that is required for the Proxy Statement (as herein defined). Under the direct control of the Special Committee, the Company shall, as soon as practicable, prepare and file (after providing Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing) relating to the meeting of the holders of shares of Company Common Stock to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the "Proxy Statement") with the SEC and shall use its best efforts to respond to any comments of the SEC (after providing Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after responding to all such comments to the satisfaction of the staff; provided, that, subject to Saw Mill's, Parent's and Merger Sub's compliance with the immediately preceding sentence, in no event shall the Company file the Proxy Statement with the SEC any later than the date forty-five (45) days after the date hereof. The Company shall notify Merger Sub promptly of the 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 and shall supply Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Transactions. The Company will cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Shareholders' 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 and the Transactions and such further and supplemental information as may be reasonably requested by the other party. If at any time prior to the Shareholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement; provided, that no such amendment or supplement to the Proxy Statement will be made by the Company without providing the Merger Sub the reasonable opportunity to review and comment thereon and without the approval of Merger Sub, which approval shall not be unreasonably withheld. To the extent practicable, the Special Committee and its counsel shall permit Merger Sub and its counsel and the Company and its counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Transactions; provided that in the event that such participation by Merger Sub or the Company is not practicable, the Special Committee shall promptly inform Merger Sub and the Company of the content of all such communications and the participants involved therein.

Preparation of Proxy Statement. (a) The CompanyIf required by applicable law in order to consummate the Offer and the Merger, at the Shareholders, Merger Sub, request of Parent and Saw Mill shall furnish to each other all information concerning such person or such person's business that is required for the Proxy Statement (as herein defined). Under the direct control of the Special Committeein accordance with applicable law, the Company shall, as soon as practicable, and Parent shall prepare and the Company shall file with the SEC (after providing Merger Sub with a reasonable opportunity to review and comment thereon) if necessary), preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing) relating to the meeting approval of the holders Merger and the adoption of shares this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company Common Stock to be held in connection shall file with the Merger SEC definitive proxy materials (together with any amendments thereof such proxy materials as amended or supplements thereto, supplemented are referred to herein as the "Proxy Statement") which comply in form with the applicable SEC and shall use its best efforts to respond to any comments of the SEC (after providing Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after responding to all such comments to the satisfaction of the staff; provided, that, subject to Saw Mill's, Parent's and Merger Sub's compliance with the immediately preceding sentence, in no event shall the Company file the Proxy Statement with the SEC any later than the date forty-five (45) days after the date hereofrequirements. The Company shall and Parent will notify Merger Sub each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and shall will supply Merger Sub each other with copies of all correspondence between the Company such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or the Transactionsother filing. The Company will cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Shareholders' 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 and the Transactions and such further and supplemental information as may be reasonably requested by the other party. If at any time prior to the Shareholders Meeting there shall occur Whenever any event occurs that should is required to be set forth in an amendment or supplement to the Proxy StatementStatement or any other filing, the Company shall promptly prepare inform Parent of such occurrence and mail cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to its shareholders stockholders of the Company, such an amendment or supplement; provided. If required, that no such amendment or supplement to the Proxy Statement will be made by the Company without providing the Merger Sub the reasonable opportunity to review and comment thereon and without shall solicit the approval of the Merger Sub, which approval shall not be unreasonably withheld. To and adoption of this Agreement by the extent practicable, the Special Committee and its counsel shall permit Merger Sub and its counsel and stockholders of the Company and its counsel to participate in all communications with shall include the SEC approval of this Agreement and its staffthe Merger by the Board of Directors of the Company and, including all meetings and telephone conferences, relating subject to the Proxy Statementfiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement or the Transactions; (provided that in the event that such participation by Merger Sub or Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is not practicable, permitted to endorse or recommend a Superior Proposal) and shall include the Special Committee shall promptly inform Merger Sub and the Company opinion of the content of all such communications and the participants involved thereinCompany's financial advisors as described in Section 3.24 (unless subsequently withdrawn).

Preparation of Proxy Statement. (a) The Company, If the Shareholders, Merger Sub, Parent and Saw Mill shall furnish to each other all information concerning such person or such person's business that adoption of this Agreement by the stockholders of the Company is required for under the Proxy Statement (as herein defined). Under DGCL in order to consummate the direct control of the Special CommitteeMerger, the Company shall, at Parent’s request, as soon as practicablepracticable following the acceptance for payment of, and payment for, shares by Purchaser in the Offer, prepare and file (after providing Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing) relating to the meeting of the holders of shares of Company Common Stock to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the "Proxy Statement") with the SEC a proxy or information statement (the “Proxy Statement”) in accordance with the Exchange Act and shall any other applicable Laws, and will use its best commercially reasonable efforts to respond to any comments of the SEC (after providing Merger Sub with a reasonable opportunity to review and comment thereon) or its staff and to cause the Proxy Statement to be mailed to the Company's shareholders ’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staff; provided, that, subject to Saw Mill's, Parent's and Merger Sub's compliance with the immediately preceding sentence, in no event shall the Company file the Proxy Statement with the SEC any later than the date forty-five (45) days after the date hereof. The Company shall notify Merger Sub Parent promptly of upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or for additional information information, and shall supply Merger Sub Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff, or any other government officials on the other hand, hand with respect to the Proxy Statement or the TransactionsStatement. The Company will cause the Proxy Statement to comply in all material respects shall consult with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Shareholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it Parent and its affiliates and counsel prior to responding to any comments from the Transactions and such further and supplemental information as may be reasonably requested by the SEC or its staff or any other partygovernment officials. If at any time prior to the Shareholders Company Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its shareholders stockholders and file with the SEC any such an amendment or supplement; provided. The Company shall not mail any Proxy Statement, that no such or any amendment or supplement thereto, to the Proxy Statement will be made by Company’s stockholders unless it has first obtained the Company without providing the Merger Sub the reasonable opportunity consent of Parent to review and comment thereon and without the approval of Merger Subsuch mailing, which approval consent shall not be unreasonably withheld. To the extent practicable, the Special Committee and its counsel shall permit Merger Sub and its counsel and the Company and its counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Transactions; provided that in the event that such participation by Merger Sub or the Company is not practicable, the Special Committee shall promptly inform Merger Sub and the Company of the content of all such communications and the participants involved therein.

Preparation of Proxy Statement. (a) The Company, No later than 21 days after the Shareholders, Merger Subdate hereof, Parent and Saw Mill the Company shall furnish to each other all information concerning such person or such person's business that is required for prepare, and as promptly as practical thereafter the Company shall file with the SEC, the preliminary form of the Proxy Statement (as herein defined)Statement. Under the direct control of the Special Committee, Parent and the Company shall, as soon as practicable, prepare and file (after providing Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing) relating to the meeting of the holders of shares of Company Common Stock to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the "Proxy Statement") with the SEC and shall use its commercially reasonable best efforts to respond to any comments of have such Proxy Statement approved by the SEC (after providing Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after responding to all such comments to the satisfaction of the staff; provided, thatfiling and, subject to Saw Mill'sSection 5.4 hereof, Parent's and Merger Sub's compliance with the immediately preceding sentence, in no event shall the Company file shall schedule the Company Shareholders Meeting as soon as practicable thereafter. The Proxy Statement with the SEC any later than the date forty-five (45) days after the date hereof. The Company shall notify Merger Sub promptly of the receipt of any comments from the SEC will, when prepared pursuant to this Section 7.6 and of any request by the SEC for amendments or supplements mailed to the Proxy Statement or for additional information Company’s shareholders, comply as to form and shall supply Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Transactions. The Company will cause the Proxy Statement to comply substance in all material respects with the applicable provisions requirements of the Exchange Act 1934 Act. Each of Parent and the rules Company shall indemnify and regulations thereunder applicable to hold harmless the other from any obligations, claims or liabilities arising from any statement supplied by such party for inclusion in the Proxy Statement which, at the time such statement was made, is false or misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statement, in light of the circumstances under which it was made, not false or misleading. The Proxy Statement shall include, among other things, a description of the fairness opinion received by the Company and a declaration of the solicitation Company’s Board of proxies for Directors of approval of the Shareholders' Meeting (including any requirement to amend or supplement Merger, the Proxy Statement) advisability of the Merger and each party shall furnish its recommendation that the Company’s Shareholders approve the Merger, subject to the other such information relating right of the Company’s Board of Directors to it withhold or revise recommendation of the Merger in accordance with Section 5.4 of this Agreement. The Proxy Statement shall be reviewed and approved by Parent and its affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party. If at any time counsel prior to the Shareholders Meeting there shall occur any event that should be set forth in an amendment or supplement mailing of such Proxy Statement to the Proxy Statement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement; provided, that no such amendment or supplement to the Proxy Statement will be made by the Company without providing the Merger Sub the reasonable opportunity to review and comment thereon and without the approval of Merger SubCompany’s shareholders, which approval shall not be unreasonably withheldwithheld or delayed. To Notwithstanding anything to the contrary that may be contained elsewhere in this Agreement, the Company may cease it efforts to obtain approval of the Proxy Statement by the SEC or postpone or cancel the mailing of the Proxy Statement or the holding of the Company Shareholder Meeting, without thereby violating or breaching this Agreement, but subject to the provisions of Section 9.4 hereof (to the extent practicable, the Special Committee and its counsel shall permit Merger Sub and its counsel and applicable) if (i) the Company and its counsel has receive a Superior Proposal (as defined in Section 5.4(b) above) or (ii) any event or circumstance has occurred that would entitle the Company to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, terminate this Agreement or the Transactions; provided that in the event that such participation by Merger Sub or the Company is not practicable, the Special Committee shall promptly inform Merger Sub and the Company change its recommendation with respect to approval of the content Merger in a manner adverse to Parent, including the making by a third party of all such communications and the participants involved thereina Competing Proposal (as defined in Section 9.1(h) below).

Preparation of Proxy Statement. (a) The CompanyAs promptly as practicable following the date of this Agreement (but in any event not later than twenty-five (25) Business Days thereafter), the Shareholders, Merger Sub, Parent and Saw Mill Company shall furnish to each other all information concerning such person or such person's business that is required for prepare the Proxy Statement (as herein defined). Under and after consultation with, and approval by Parent, file the direct control of the Special Committee, the Company shall, as soon as practicable, prepare and file (after providing Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing) relating to the meeting of the holders of shares of Company Common Stock to be held in connection Proxy Statement with the Merger (together with any amendments thereof or supplements thereto, the "Proxy Statement") with the SEC and SEC. The Company shall use its reasonable best efforts to respond (i) obtain and furnish the information required to be included by the SEC in the Proxy Statement, respond, after consultation with Parent, promptly to any comments made by the SEC with respect to the Proxy Statement, and (ii) promptly upon the earlier of (x) receiving notification that the SEC is not reviewing the preliminary Proxy Statement and (y) the conclusion of any SEC review of the SEC (after providing Merger Sub with preliminary Proxy Statement, cause a reasonable opportunity to review and comment thereon) and to cause the definitive Proxy Statement to be mailed to the Company's shareholders as ’s stockholders and, if necessary, after the definitive Proxy Statement shall have been so mailed, promptly as practicable after responding to all such comments to the satisfaction of the staffcirculate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies; provided, thathowever, subject to Saw Mill's, Parent's and Merger Sub's compliance with the immediately preceding sentence, in that no event shall the Company file the Proxy Statement such amended or supplemental proxy materials will be filed with the SEC any later than or mailed by the date forty-five (45) days after the date hereofCompany without consultation and review by Parent. The Company shall promptly notify Merger Sub promptly Parent of the receipt of any comments from the SEC and of any request by from the SEC for amendments or supplements to the Proxy Statement or for additional information information, and shall promptly supply Merger Sub Parent with copies of all written correspondence between the Company or any of its representativesRepresentatives, on the one hand, and the SECSEC or members of its staff, on the other hand, with respect to the Proxy Statement Statement, the Mergers or any of the Transactionsother transactions contemplated by this Agreement. The Company will cause the Proxy Statement to comply in all material respects Parent shall reasonably cooperate with the applicable provisions Company in connection with the preparation of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Shareholders' 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 and the Transactions and such further and supplemental information as may be reasonably requested by the other party. If at any time prior to the Shareholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, including furnishing to the Company any and all information regarding Parent, Merger Sub I, Merger Sub II, the Partnership and their respective Affiliates as may be required to be disclosed therein. The Proxy Statement shall promptly prepare and mail to its shareholders such an amendment or supplement; providedcontain the Company Recommendation, that no such amendment or supplement except to the Proxy Statement will be made by extent that the Company without providing the Merger Sub the reasonable opportunity to review Board shall have effected an Adverse Recommendation Change, as permitted by and comment thereon and without the approval of Merger Sub, which approval shall not be unreasonably withheld. To the extent practicable, the Special Committee and its counsel shall permit Merger Sub and its counsel and the Company and its counsel to participate determined in all communications accordance with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Transactions; provided that in the event that such participation by Merger Sub or the Company is not practicable, the Special Committee shall promptly inform Merger Sub and the Company of the content of all such communications and the participants involved thereinSection 6.5(d).

Preparation of Proxy Statement. (a) The Company, the Shareholders, Merger Sub, Parent and Saw Mill shall furnish Subject to each other all information concerning such person or such person's business that is required for the Proxy Statement (as herein defined). Under the direct control of the Special CommitteeSection 6.3 below, the Company shall, within 10 Business Days following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as soon as practicableprovided for in this Agreement, prepare and file (after providing Merger Sub Parent and the Purchaser with a reasonable opportunity to review and comment propose comments thereon) preliminary proxy materials (including, without limitation, including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to the meeting of the holders of shares of Company Common Stock the Shares to be held in connection with the Merger Transactions (together with any amendments thereof or supplements thereto, the "“Proxy Statement"”) (or, if reasonably requested by Parent or the Purchaser and appropriate under the Exchange Act, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and shall use its reasonable best efforts to respond to any comments of the SEC (after providing Merger Sub Parent and the Purchaser with a reasonable opportunity to review and comment propose comments thereon) and to cause the Proxy Statement to be mailed to the Company's shareholders ’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff; provided, that, subject to Saw Mill's, Parent's and Merger Sub's compliance with the immediately preceding sentence, in no event shall the Company file the Proxy Statement with the SEC any later than the date forty-five (45) days after the date hereof. The Company shall promptly notify Merger Sub promptly Parent and the Purchaser of the 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 and shall supply Merger Sub Parent and the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement Statement, any of the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Shareholders' 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 Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party. If at any time prior to the Shareholders Stockholders’ Meeting there shall occur any event that should is required under the Exchange Act or by the SEC to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its shareholders stockholders such an amendment or supplement; provided, provided that no such amendment or supplement to the Proxy Statement will be made by the Company without providing Parent and the Merger Sub the Purchaser with a reasonable opportunity to review and comment propose comments thereon and without the approval of Merger SubParent and the Purchaser, which approval shall not be unreasonably withheld. To the extent practicable, the Special Committee The Company and its counsel shall permit Merger Sub Parent, Purchaser and its counsel and the Company and its their counsel to participate in all substantive communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Transactions; provided that in the event that such participation by Merger Sub or the Company is not practicable, the Special Committee shall promptly inform Merger Sub and the Company of the content of all such communications and the participants involved therein.

Preparation of Proxy Statement. (a) The Company, the Shareholders, Merger Sub, Parent and Saw Mill shall furnish Subject to each other all information concerning such person or such person's business that is required for the Proxy Statement (as herein defined). Under the direct control of the Special CommitteeSection 6.3 below, the Company shall, within 10 Business Days following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as soon as practicableprovided for in this Agreement, prepare and file (after providing Merger Sub Parent and the Purchaser with a reasonable opportunity to review and comment propose comments thereon) preliminary proxy materials (including, without limitation, including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to the meeting of the holders of shares of Company Common Stock the Shares to be held in connection with the Merger Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement") (or, if reasonably requested by Parent or the Purchaser and appropriate under the Exchange Act, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and shall use its reasonable best efforts to respond to any comments of the SEC (after providing Merger Sub Parent and the Purchaser with a reasonable opportunity to review and comment propose comments thereon) and to cause the Proxy Statement to be mailed to the Company's shareholders stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff; provided, that, subject to Saw Mill's, Parent's and Merger Sub's compliance with the immediately preceding sentence, in no event shall the Company file the Proxy Statement with the SEC any later than the date forty-five (45) days after the date hereof. The Company shall promptly notify Merger Sub promptly Parent and the Purchaser of the 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 and shall supply Merger Sub Parent and the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement Statement, any of the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the ShareholdersStockholders' 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 Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party. If at any time prior to the Shareholders Stockholders' Meeting there shall occur any event that should is required under the Exchange Act or by the SEC to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its shareholders stockholders such an amendment or supplement; provided, provided that no such amendment or supplement to the Proxy Statement will be made by the Company without providing Parent and the Merger Sub the Purchaser with a reasonable opportunity to review and comment propose comments thereon and without the approval of Merger SubParent and the Purchaser, which approval shall not be unreasonably withheld. To the extent practicable, the Special Committee The Company and its counsel shall permit Merger Sub Parent, Purchaser and its counsel and the Company and its their counsel to participate in all substantive communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Transactions; provided that in the event that such participation by Merger Sub or the Company is not practicable, the Special Committee shall promptly inform Merger Sub and the Company of the content of all such communications and the participants involved therein.

Preparation of Proxy Statement. (a) The Company, As soon as practicable following the Shareholders, Merger Sub, Parent and Saw Mill shall furnish to each other all information concerning such person or such person's business that is required for the Proxy Statement (as herein defined). Under the direct control execution of the Special Committeethis Agreement, the Company shall, as soon as practicable, shall prepare and file (after providing Merger Sub with the SEC a reasonable opportunity to review and comment thereon) preliminary proxy materials statement (includingas amended and supplemented, without limitation, a Schedule 13e-3 filingthe “Proxy Statement”) relating to the meeting of the holders of shares of Company Common Stock to be held in connection with the Merger meeting of its shareholders (together with any amendments thereof or supplements thereto, the "Proxy Statement"“Shareholders Meeting”) with to consider the SEC and Merger. The Company shall use its reasonable best efforts to respond to any written comments of the SEC (after providing Merger Sub with a reasonable opportunity or its staff, and, to review and comment thereon) and the extent permitted by law, to cause the Proxy Statement to be mailed to the Company's ’s shareholders as promptly as practicable after responding to all such comments to the satisfaction of the staff; provided, that, subject to Saw Mill's, Parent's and Merger Sub's compliance with the immediately preceding sentence, in no event shall the Company file the Proxy Statement with the SEC any later than the date forty-five (45) days after the date hereof. The Company shall notify Merger Sub Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Merger Sub Buyer with copies of all correspondence between the Company or any of its representativesRepresentatives, on the one hand, and the SECSEC or its staff, on the other hand, with respect to the Proxy Statement or the Transactions. The Company will cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Shareholders' 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 and the Transactions and such further and supplemental information as may be reasonably requested by the other partyMerger. If at any time prior to the Shareholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly inform Buyer. In such event, the Company, with the cooperation of Buyer and Merger Sub, will promptly prepare and mail to its shareholders such an amendment or supplement; provided, that no such . Buyer shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement to the Proxy Statement will be made by thereto and shall furnish the Company without providing the with all information required to be included therein with respect to Buyer or Merger Sub the Sub. Buyer and its counsel shall be given a reasonable opportunity to review and comment thereon and without the approval of Merger Sub, which approval shall not be unreasonably withheld. To the extent practicable, the Special Committee and its counsel shall permit Merger Sub and its counsel and the Company and its counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to upon the Proxy Statement, this Agreement any amendment or supplement thereto, and any such correspondence prior to its filing with the Transactions; provided that in SEC or dissemination to the event that such participation by Merger Sub or the Company is not practicable, the Special Committee shall promptly inform Merger Sub and the Company of the content of all such communications and the participants involved thereinCompany’s shareholders.

Preparation of Proxy Statement. (a) The Company, the Shareholders, Merger Sub, Parent and Saw Mill shall furnish to each other all information concerning such person or such person's business that is required for the Proxy Statement (as herein defined). Under the direct control of the Special Committee, the Company shall, as soon as practicable, but in any event within twenty (20) days after the date hereof, prepare and file (after providing Parent and Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to the meeting of the holders of shares of Company Common Stock to be held in connection with the Merger Stockholders Meeting (together with any subsequent amendments thereof or supplements thereto, the "Proxy Statement") with the SEC and shall use its best commercially reasonable efforts to respond to any comments of the SEC (after providing Parent and Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's shareholders stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staff; provided, that, subject to Saw Mill's, Parent's and Merger Sub's compliance with the immediately preceding sentence, in no event shall the Company file the Proxy Statement with the SEC any later than the date forty-five (45) days after the date hereofSEC. The Company shall notify Parent and Merger Sub promptly of the 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 and shall supply Parent and Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Transactions. The Company will shall cause the Proxy Statement (other than portions relating to Parent and Merger Sub) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Shareholders' Stockholders Meeting (including any requirement to amend or supplement the Proxy Statement) ). Parent and Merger Sub shall cooperate with the Company in the preparation of the Proxy Statement, and each party Party shall furnish to the other such information relating to it and its affiliates Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other partyParty and shall promptly notify the other Party of any change in such information. If at any time prior to the Shareholders Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its shareholders stockholders such an amendment or supplement; provided, that no such amendment or supplement to the -------- Proxy Statement will be made by the Company without providing Parent and the Merger Sub the reasonable opportunity to review and comment thereon and without the approval of Merger Sub, which approval shall not be unreasonably withheld. To the extent practicable, the Special Committee and its counsel shall permit Merger Sub and its counsel and the Company and its counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Transactions; provided that in the event that such participation by Merger Sub or the Company is not practicable, the Special Committee shall promptly inform Merger Sub and the Company of the content of all such communications and the participants involved thereinthereon.

Preparation of Proxy Statement. (a) The Company, the Shareholders, Merger Sub, Parent and Saw Mill shall furnish to each other all information concerning such person or such person's business that is required for the Proxy Statement (as herein defined). Under the direct control of the Special Committee, the Company shall, as soon as practicableno later than fifteen (15) Business Days following the execution of this Agreement, prepare and file (after providing Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing) relating to the meeting of the holders of shares of Company Common Stock to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the "Proxy Statement") with the SEC a proxy statement (the “Proxy Statement”) in accordance with the Exchange Act and shall any other applicable Laws, will use its best commercially reasonable efforts to respond to any comments of the SEC or its staff to the satisfaction of the SEC or its staff within five (after providing Merger Sub with a reasonable opportunity to review and comment thereon5) Business Days following receipt thereof and to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after responding to all such comments to the satisfaction ’s stockholders within five (5) Business Days following clearance of the staff; provided, that, subject to Saw Mill's, Parent's and Merger Sub's compliance with the immediately preceding sentence, in no event shall the Company file the Proxy Statement with by the SEC SEC, provided that the preceding time periods shall be extended to the extent of any later than failure by Parent to provide comments within the time periods set forth in the last sentence of this Section 7.3(b). The Proxy Statement shall include the Recommendation unless prior to the date forty-five (45) days after the date hereofof mailing a Change in Board Recommendation shall have occurred pursuant to Section 6.2(d). The Company shall notify Merger Sub Parent promptly of upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or for additional information information, and shall supply Merger Sub Parent with copies of all correspondence between the Company or any of its representativesRepresentatives, on the one hand, and the SEC, or its staff, or any other government officials, on the other hand, with respect to the Proxy Statement or the TransactionsStatement. The Company will cause the Proxy Statement to comply in all material respects shall consult with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Shareholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it Parent and its affiliates and counsel prior to responding to any comments from the Transactions and such further and supplemental information as may be reasonably requested by the SEC or its staff or any other partygovernment officials. If at any time prior to the Shareholders Company Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its shareholders stockholders and file with the SEC any such an amendment or supplement; provided. The Company shall not file or mail any Proxy Statement, that no such or any amendment or supplement thereto, to the Company’s stockholders prior to consultation with Parent and consideration in good faith of any comments submitted by Parent, which comments of Parent shall be accepted so long as they are reasonable and not in violation of applicable Law. Parent shall provide comments regarding any draft of the Proxy Statement will be made by or any amendment or supplement thereto promptly, and in any event, with respect to the Company without providing the Merger Sub the reasonable opportunity to review and comment thereon and without the approval initial draft of Merger Sub, which approval shall not be unreasonably withheld. To the extent practicable, the Special Committee and its counsel shall permit Merger Sub and its counsel and the Company and its counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement within five (5) Business Days following Parent’s receipt thereof, and with respect to any amendment or the Transactions; provided that in the event that such participation by Merger Sub or the Company is not practicablesupplement thereto, the Special Committee shall promptly inform Merger Sub and the Company of the content of all such communications and the participants involved therein.within three (3) Business Days following Parent’s receipt thereof. 51