Common use of Proxy Statement and Other SEC Filings Clause in Contracts

Proxy Statement and Other SEC Filings. As promptly as ------------------------------------- practicable after execution of this Agreement, the parties shall cooperate and promptly prepare and the Company shall file the Proxy Statement and the Transaction Statement with the SEC under the Exchange Act, and the parties shall use all reasonable efforts to have the Proxy Statement and the Transaction Statement cleared by the SEC. The Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement or Transaction 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. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and Transaction Statement prior to their being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and Transaction Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement and Transaction Statement have been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company. Prior to the date of approval of the Merger by the Company's stockholders, each of the Company, Parent and Merger Subsidiary shall correct promptly any information provided by it to be used specifically in the Proxy Statement or the Transaction Statement that shall have become false or misleading in any material respect and the Company shall take all steps necessary to file with the SEC and cleared by the SEC any amendment or supplement to the Proxy Statement or the Transaction Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the stockholders of the Company, in each case to the extent required by applicable law.

Proxy Statement and Other SEC Filings. As promptly as ------------------------------------- practicable after execution of this AgreementAgreement and the completion of the Due Diligence Period, the parties shall cooperate and promptly prepare and the Company shall prepare and file the Proxy Statement and the Transaction Statement with the any other required SEC under the Exchange Act, filings and the parties shall use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC and the Transaction Statement cleared Parent shall file the Form S-4 and effect any other required filing (if required by applicable law) and use all commercially reasonable efforts to have the S-4 and any other required filing declared effective by the SEC. The Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement and other SEC filings and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement or Transaction Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, information and shall provide promptly to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and Transaction Statement prior to their its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and Transaction Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement and Transaction Statement have has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders shareholders of the Company. Prior to the date of approval of the Merger by the Company's stockholdersshareholders, each of the Company, Parent and Merger Subsidiary shall correct promptly any information provided by it to be used specifically in the Proxy Statement or the Transaction Statement that shall have become false or misleading in any material respect and the Company shall take all steps necessary to file with the SEC and cleared by the SEC any amendment or supplement to the Proxy Statement or the Transaction Statement so as to correct the same and to cause the amended Proxy Statement as so corrected to be disseminated to the stockholders Shareholders of the Company, in each case to the extent required by applicable law.

Proxy Statement and Other SEC Filings. As promptly as ------------------------------------- -------------------------------------------- practicable after execution of this Agreement, the parties Company shall cooperate and promptly prepare and the Company shall file the Proxy Statement and the Transaction Statement with the SEC under the Exchange ActStatement, and the parties shall use all commercially reasonable efforts to have the Proxy Statement and the Transaction Statement cleared by the SEC. The Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement and the Transaction Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement or and/or the Transaction Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, information and shall provide promptly to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and the Transaction Statement prior to their its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and the Transaction Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement and the Transaction Statement have been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders shareholders of the Company. Prior to the date of approval of the Merger by the Company's stockholdersshareholders, each of the Company, Parent and Merger Subsidiary shall correct promptly any information provided by it to be used specifically in the Proxy Statement or and the Transaction Statement that shall have become false or misleading in any material respect and the Company shall take all steps necessary to file with the SEC and cleared by the SEC any amendment or supplement to the Proxy Statement or and the Transaction Statement so as to correct the same and to cause the amended Proxy Statement as so corrected and Transaction Statement to be disseminated to the stockholders Shareholders of the Company, in each case to the extent required by applicable law.

Proxy Statement and Other SEC Filings. As promptly as ------------------------------------- practicable after execution of this Agreement, the parties Company shall cooperate and promptly prepare and the Company shall file the Proxy Statement and the Transaction Statement with the SEC under the Exchange ActStatement, and the parties shall use all commercially reasonable efforts to have the Proxy Statement and the Transaction Statement cleared by the SEC. The Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement and the Transaction Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement or and/or the Transaction Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, information and shall provide promptly to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and the Transaction Statement prior to their its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and the Transaction Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement and the Transaction Statement have been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders shareholders of the Company. Prior to the date of approval of the Merger by the Company's stockholdersshareholders, each of the Company, Parent and Merger Subsidiary shall correct promptly any information provided by it to be used specifically in the Proxy Statement or and the Transaction Statement that shall have become false or misleading in any material respect and the Company shall take all steps necessary to file with the SEC and cleared by the SEC any amendment or supplement to the Proxy Statement or and the Transaction Statement so as to correct the same and to cause the amended Proxy Statement as so corrected and Transaction Statement to be disseminated to the stockholders Shareholders of the Company, in each case to the extent required by applicable law.

Proxy Statement and Other SEC Filings. As promptly as ------------------------------------- practicable after execution of this Agreement, the parties shall cooperate and promptly prepare and the Company shall file the Proxy Statement and the Transaction Statement with the SEC under the Exchange Act, and the parties shall use all reasonable efforts to have the Proxy Statement and the Transaction Statement cleared by the SEC. The Company shall notify Parent Tribe of the receipt of any comments of the SEC with respect to the Proxy Statement or Transaction Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to Parent Tribe promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Parent Tribe and its counsel the opportunity to review the Proxy Statement and Transaction Statement prior to their its being filed with the SEC and shall give Parent Tribe and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and Transaction Statement and all responses to requests for additional information and replies to comments prior to their its being filed with, or sent to, the SEC. Each of the Company, Parent Tribe and Merger Subsidiary LLC agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement and Transaction Statement have has been cleared by the SECSEC and the Additional Escrow Funds have been placed with the Escrow Agent as provided in Section 5.15(b), the Company shall mail the Proxy Statement to the stockholders of the Company. Prior to the date of approval of the Merger by the Company's ’s stockholders, each of the Company, Parent Tribe and Merger Subsidiary LLC shall correct promptly any information provided by it to be used specifically in the Proxy Statement or the Transaction Statement that shall have become false or misleading in any material respect and the Company shall take all steps necessary to file with the SEC and cleared by the SEC any amendment or supplement to the Proxy Statement or the Transaction Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the stockholders of the Company, in each case to the extent required by applicable law.

Proxy Statement and Other SEC Filings. As promptly as ------------------------------------- practicable after execution (i) Promptly following the date of this Agreement, the parties shall cooperate and promptly Company will prepare and file as promptly as practicable with the SEC a preliminary proxy statement (as amended or supplemented, the “Proxy Statement”) relating to the Company Stockholder Meeting (and will use its reasonable best efforts to do so within 15 Business Days of the date of this Agreement). Subject to Section 7.1(c), the Company shall include the Company Board Recommendation in the Proxy Statement. The Company shall use its reasonable best efforts to cause the Proxy Statement to comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC and Nasdaq. The Company will not file the Proxy Statement and the Transaction Statement with the SEC under without providing Parent and its counsel a reasonable opportunity to review and comment thereon, which comments shall be considered by the Exchange ActCompany in good faith. On the date of filing, the date of mailing to the Company Stockholders (if applicable) and at the parties time of the Company Stockholder Meeting, the Company shall use all reasonable efforts to have cause the Proxy Statement and any Other Required Company Filings to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Transaction Statement cleared statements therein, in light of the circumstances under which they are made, not false or misleading; provided, notwithstanding the Table of Contents foregoing, no covenant is made by the SEC. The Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement or Transaction Statement and of any requests information supplied by the SEC for any amendment or supplement thereto or for additional informationParent, and shall provide to Parent promptly copies of all correspondence between the Company Merger Sub or any representative of the Company and the SEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and Transaction Statement prior to their being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and Transaction Statement and all responses to requests Affiliates for additional information and replies to comments prior to their being filed with, inclusion or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests incorporation by the SEC. As promptly as practicable after the Proxy Statement and Transaction Statement have been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company. Prior to the date of approval of the Merger by the Company's stockholders, each of the Company, Parent and Merger Subsidiary shall correct promptly any information provided by it to be used specifically reference in the Proxy Statement or the Transaction Statement that shall have become false or misleading in any material respect and Other Required Company Filings. The information supplied by the Company shall take all steps necessary to file with the SEC and cleared for inclusion or incorporation by the SEC any amendment or supplement to reference in the Proxy Statement or any Other Required Company Filings will not, at the Transaction Statement so as time of filing with the SEC, contain any untrue statement of a material fact or omit to correct state any material fact required to be stated therein or necessary in order to make the same statements therein, in light of the circumstances under which they are made, not misleading. Parent shall cause the information supplied by Parent, Merger Sub and to cause their respective Affiliates for inclusion or incorporation by reference in the Proxy Statement as so corrected or any Other Required Company Filings to not, at the time of filing with the SEC, knowingly contain any untrue statement of a material fact or omit to state any material fact required to be disseminated stated therein or necessary in order to make the stockholders statements therein, in light of the Companycircumstances under which they are made, not misleading. Notwithstanding the foregoing, no covenant is made by Parent or Merger Sub with respect to any information supplied by the Company for inclusion or incorporation by reference in each case to the extent required by applicable lawProxy Statement or any Other Required Company Filing.

Proxy Statement and Other SEC Filings. As promptly as ------------------------------------- practicable after execution of this Agreement, the parties (a) The Company shall cooperate and promptly prepare and file with the SEC as soon as practicable a preliminary form of the proxy statement (the "Proxy Statement") to be mailed to the holders of Company shall file Stock in connection with the Meeting of Shareholders. The Company will cause the Proxy Statement and the Transaction Statement to comply as to form in all material respects with the SEC under applicable provisions of the Exchange Act, and the parties shall . The Company will use all its reasonable best efforts to have respond to any comments of the SEC or its staff and to cause the Proxy Statement and the Transaction Statement to be cleared by the SEC. The Company shall will notify Parent the Purchasers of the receipt of any comments of from the SEC with respect or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or Transaction Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, information and shall provide to Parent promptly will supply the Purchasers with copies of all correspondence between the Company or any representative of its representatives, on the Company one hand, and the SEC. The Company shall give Parent and SEC or its counsel staff, on the opportunity other hand, with respect to review the Proxy Statement and Transaction Statement prior to their its being filed with the SEC and shall give Parent and its counsel Marketing the opportunity to review all amendments and supplements to the Proxy Statement and Transaction Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent Company and Merger Subsidiary Marketing agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement and Transaction Statement have has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders shareholders of the Company. Prior If at any time prior to the date of approval of the Merger this Agreement by the Company's stockholders, each of the Company, Parent and Merger Subsidiary shareholders there shall correct promptly occur any information provided by it to event that should be used specifically set forth in the Proxy Statement or the Transaction Statement that shall have become false or misleading in any material respect and the Company shall take all steps necessary to file with the SEC and cleared by the SEC any an amendment or supplement to the Proxy Statement Statement, the Company will prepare and mail to its shareholders such an amendment or the Transaction Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the stockholders of the Company, in each case to the extent required by applicable lawsupplement.

Proxy Statement and Other SEC Filings. As promptly as ------------------------------------- practicable after execution of this Agreement, the parties Company shall cooperate and promptly prepare and the Company shall file the Proxy Statement and the Transaction Statement with the SEC under the Exchange ActStatement, and the parties shall use all commercially reasonable efforts to have the Proxy Statement and the Transaction Statement cleared by the SEC. The Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement and the Transaction Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement or and/or the Transaction Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, information and shall provide promptly to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and the Transaction Statement prior to their its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and the Transaction Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement and the Transaction Statement have been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders shareholders of the Company. Prior to the date of approval of the Merger by the Company's stockholdersshareholders, each of the Company, Parent and Merger Subsidiary shall correct promptly any information provided by it to be used specifically in the Proxy Statement or and the Transaction Statement that shall have become false or misleading in any material respect and the Company shall take all steps necessary to file with the SEC and cleared by the SEC any amendment or supplement to the Proxy Statement or and the Transaction Statement so as to correct the same and to cause the amended Proxy Statement as so corrected and Transaction Statement to be disseminated to the stockholders Shareholders of the Company, in each case to the extent required by applicable law.

Proxy Statement and Other SEC Filings. As promptly as ------------------------------------- practicable after execution of this Agreement, the parties shall cooperate and promptly prepare and the Company shall file the Proxy Statement and the Transaction Statement with the SEC under the Exchange Act, and the parties shall use all reasonable efforts to have the Proxy Statement and the Transaction Statement cleared by the SEC. The Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement or Transaction 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. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and Transaction Statement prior to their being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and Transaction Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement and Transaction Statement have been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company. Prior to the date of approval of the Merger by the Company's stockholders, each of the Company, Parent and Merger Subsidiary shall correct promptly any information provided by it to be used specifically in the Proxy Statement or the Transaction Statement that shall have become false or misleading in any material respect and the Company shall take all steps necessary to file with the SEC and cleared by the SEC any amendment or supplement to the Proxy Statement or the Transaction Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the stockholders of the Company, in each case to the extent required by applicable law. Public Announcements. Parent and the Company will consult with each other before issuing any press release or making any public statement with respect to this Agreement and the transactions contemplated hereby and, except as may be required by applicable law or any listing agreement with the NASDAQ - National Market System, will not issue any such press release or make any such public statement prior to such consultation.