Common use of Approval of Merger Clause in Contracts

Approval of Merger. (a) Unless the Merger is consummated in accordance with Section 11.05 of the MBCA as contemplated by Section 6.04(d), at Parent’s request, as soon as reasonably practicable following the expiration of the Offer, the Company shall prepare and file a proxy/information statement in preliminary form for the Stockholder Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) seeking stockholder approval of the matters requiring Stockholder Approval; provided, however, that Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. The Company shall include in the Proxy Statement the Board Recommendation. (b) The Company shall provide Parent and Merger Sub and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its Representatives may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. The Company shall, after consultation with Parent and Merger Sub, respond promptly to any comments made by the SEC with respect to the Proxy Statement. The Company, on the one hand, and Parent and Merger Sub, on the other hand, agree to 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 or as otherwise required by Applicable Law, and the Company further agrees to take all steps necessary to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 6.04(c)(ii), mailed to holders of Shares, in each case as and to the extent required by Applicable Law. (c) Unless the Merger is consummated in accordance with Section 11.05 of the MBCA as contemplated by Section 6.04(d), as promptly as reasonably practicable after the date of the expiration of the Offer, the Company will, in accordance with Applicable Law and the Company’s governing documents, duly set a record date for, call, give notice of, convene and hold a special meeting of the Company’s stockholders (including any adjournments and postponements thereof, the “Stockholder Meeting”) for the purpose of approving the Merger and taking such other action requiring Stockholder Approval (with the record date and meeting date set in consultation with Parent). Unless the Company Board has withdrawn its recommendation of this Agreement, the Merger or the other transactions contemplated by this Agreement in compliance with Section 6.03, the Company shall use its commercially reasonable efforts to solicit from stockholders of the Company proxies in favor of the approval of this Agreement and shall take all other action necessary or advisable to secure the vote or consent of the holders of Shares required by Applicable Law to effect the Merger. Once the Stockholder Meeting has been called and noticed, the Company shall not postpone or adjourn the Stockholder Meeting without the consent of Parent, which shall not be unreasonably withheld or delayed, except (i) for the absence of a quorum or (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which it believes in good faith is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Shares prior to the Stockholder Meeting; provided that in the event that the Stockholder Meeting is delayed to a date after the End Date as a result of either (i) or (ii) above, then the End Date shall be extended to the fifth Business Day after the date of the Stockholder Meeting. Parent shall cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent, HoldCo, Merger Sub or any Subsidiary of Parent to be voted in favor of the approval of this Agreement. (d) If, at any time following the Acceptance Time, Parent and its Subsidiaries shall own, in the aggregate, a sufficient number of shares of Company Common Stock necessary for Merger Sub to be merged into the Company without a vote or consent of the Company’s stockholders in accordance with Section 11.05 of the MBCA , then Parent and the Company shall take all necessary and appropriate action, including with respect to the transfer to Merger Sub of any such shares held by Parent or its Subsidiaries, to cause the Merger to become effective as soon as possible after the Acceptance Time without the vote or consent of the Company’s stockholders in accordance with Section 11.05 of the MBCA.

Approval of Merger. (a) Unless The undersigned hereby authorizes, ------------------ approves, ratifies and adopts the Merger is consummated Transaction and the Merger Agreement in accordance substantially the form attached to this Agreement as Exhibit A, together with Section 11.05 each document attached thereto, in substantially the forms which have been reviewed by the stockholders of the MBCA Company, under which Acquisition Corp. shall merge with and into the Company, with the Company as contemplated the surviving corporation. The execution of this Agreement by the undersigned shall constitute, by written consent in lieu of a Special Meeting of Stockholders pursuant to Section 6.04(d), at Parent’s request, as soon as reasonably practicable following the expiration 228 of the OfferDGCL, the Company shall prepare undersigned's irrevocable consent, approval and file a proxy/information statement authorization, for all purposes and in preliminary form for the Stockholder Meeting (together with any amendments thereof or supplements thereto and any other required proxy materialsall respects including, without limitation, the “Proxy Statement”) seeking stockholder approval specific series voting rights contained in Section IV, E., 2 of the matters requiring Stockholder Approval; providedCompany's Restated Certificate of Incorporation, however, that Parent, of the Merger Sub Agreement and their counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SECtransactions contemplated thereby, and the undersigned hereby irrevocably approves, authorizes, empowers and directs the officers of the Company shall give reasonable to execute and good faith consideration to all additionsdeliver the Merger Agreement, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. The Company shall include in together with the Proxy Statement the Board Recommendation. (b) The Company shall provide Parent and Merger Sub and their counsel with copies of any written commentsdocuments attached thereto, and shall inform them of any oral comments, that to perform the Company or its Representatives may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, obligations thereunder and any written or oral responses thereto. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. The Company shall, after consultation with Parent and Merger Sub, respond promptly to any comments made by the SEC with respect to the Proxy Statement. The Company, on the one hand, and Parent and Merger Sub, on the other hand, agree to 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 or as otherwise required by Applicable Law, and the Company further agrees to take all such steps necessary and to cause the Proxy Statement, as so corrected (if applicable), do and authorize to be filed with the SEC anddone all such acts and things as may be necessary, if any such correction is made following the mailing of the Proxy Statement as provided in Section 6.04(c)(ii)advisable, mailed to holders of Shares, in each case as and to the extent required by Applicable Law. (c) Unless the Merger is consummated in accordance with Section 11.05 of the MBCA as contemplated by Section 6.04(d), as promptly as reasonably practicable after the date of the expiration of the Offer, the Company will, in accordance with Applicable Law and the Company’s governing documents, duly set a record date for, call, give notice of, convene and hold a special meeting of the Company’s stockholders (including any adjournments and postponements thereof, the “Stockholder Meeting”) convenient or proper for the purpose of approving carrying out the foregoing resolutions and the intent thereof, and for the purposes of fully effectuating and carrying out the Merger and taking such other action requiring Stockholder Approval (with the record date and meeting date set in consultation with Parent)Transaction. Unless the Company Board has withdrawn its recommendation of By executing this Agreement, the undersigned waives any and all rights of appraisal, and any notice of such rights, in connection with the Merger Transaction, including, without limitation, rights under Section 262 of the DGCL. The undersigned agrees not to take any action that would modify, amend or revoke its approval of the other transactions contemplated by this Agreement in compliance with Section 6.03Merger Transaction, and the Company undersigned further agrees that it shall use its commercially reasonable efforts to solicit from stockholders not take any action that would negate, frustrate or make impossible the performance of the Company proxies in favor under the Merger Agreement. By executing this Agreement, the undersigned waives notice of the approval time, place and purpose of this Agreement the Special Meeting of the Stockholders and shall take all other action necessary or advisable agrees to secure the vote or transaction of the business of the Special Meeting by written consent of the holders Stockholders in lieu of Shares required by Applicable Law such Special Meeting. The undersigned agrees reasonably to effect the Merger. Once the Stockholder Meeting has been called and noticed, cooperate with the Company shall not postpone or adjourn in connection with the Stockholder Meeting without the consent of Parent, which shall not be unreasonably withheld or delayed, except (i) for the absence of a quorum or (ii) Merger Transaction and to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which it believes in good faith is necessary under Applicable Law and for provide such supplemental or amended disclosure to be disseminated and reviewed by the holders of Shares prior to the Stockholder Meeting; provided that in the event that the Stockholder Meeting is delayed to a date after the End Date further assurances as a result of either (i) or (ii) above, then the End Date shall be extended to the fifth Business Day after the date of the Stockholder Meeting. Parent shall cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent, HoldCo, Merger Sub or any Subsidiary of Parent to be voted in favor of the approval of this Agreement. (d) If, at any time following the Acceptance Time, Parent and its Subsidiaries shall own, in the aggregate, a sufficient number of shares of Company Common Stock necessary for Merger Sub to be merged into the Company without a vote or consent of the Company’s stockholders in accordance with Section 11.05 of the MBCA , then Parent and the Company shall take all necessary and appropriate action, including with respect to the transfer to Merger Sub of any such shares held by Parent or its Subsidiaries, to cause the Merger to become effective as soon as possible after the Acceptance Time without the vote or consent of the Company’s stockholders in accordance with Section 11.05 of the MBCAmay reasonably request.

Approval of Merger. (a) Unless The only Consents required to approve the Merger under applicable Law, the Company’s Organizational Documents and any Contract by which the Company or any Equity Holder is consummated in accordance with Section 11.05 bound are (i) approval by at least three of the MBCA as contemplated Company’s four directors and (ii) approval by Section 6.04(d), at Parent’s request, as soon as reasonably practicable following the expiration holders of a majority of the Offer, the outstanding Company shall prepare and file a proxy/information statement in preliminary form for the Stockholder Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) seeking stockholder approval of the matters requiring Stockholder Approval; provided, however, that Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. The Company shall include in the Proxy Statement the Board RecommendationCommon Stock. (b) The board of directors of the Company, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held (the “Company shall provide Parent Board Resolutions”), has duly (i) determined that this Agreement and the Merger Sub are advisable and their counsel with copies are fair to and in the best interests of any written commentsthe Company and all Stockholders, and shall inform them of any oral comments(ii) approved this Agreement, the Related Agreements that the Company or its Representatives may receive from time is a party to time from and the SEC or its staff with respect to Transactions, (iii) recommended that all of the Proxy Statement promptly after Stockholders of the Company adopt this Agreement and approve the Merger and the other Transactions, and (iv) directed that this Agreement, the Merger and the other Transactions be submitted for consideration by the Company’s receipt Stockholders at a meeting or by written consent of all of the Stockholders of the Company. The minutes of such comments, and any written or oral responses thereto. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review any such written responses, and meeting have been filed with the Company shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by Parent, Merger Sub and their counselminutes of the proceedings of the board of directors of the Company. The Company shall, after consultation with Parent and Merger Sub, respond promptly to any comments made by Board Resolutions are (i) the SEC with respect to only resolutions of the Proxy Statement. The board of directors of the Company, on or any committee thereof, relating to this Agreement, the one handRelated Agreements or the Transactions, and Parent (ii) in full force and Merger Subeffect. No action has been taken or is pending for the purpose of revoking, on the other handrescinding, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false annulling, repealing, correcting, changing, amending or misleading in any material respect or as otherwise required by Applicable Law, and modifying the Company further agrees to take all steps necessary to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if Board Resolutions or any such correction is made following the mailing of the Proxy Statement as provided in Section 6.04(c)(ii), mailed to holders of Shares, in each case as and to the extent required by Applicable Lawthem. (c) Unless the Merger is consummated in accordance with Section 11.05 of the MBCA as contemplated by Section 6.04(d), as promptly as reasonably practicable after the date of the expiration of the Offer, the Company will, in accordance with Applicable Law and the Company’s governing documents, duly set a record date for, call, give notice of, convene and hold a special meeting of the Company’s stockholders (including any adjournments and postponements thereof, the “Each Stockholder Meeting”) for the purpose of approving the Merger and taking such other action requiring Stockholder Approval (with the record date and meeting date set in consultation with Parent). Unless the Company Board has withdrawn its recommendation of this Agreement, the Merger or the other transactions contemplated by this Agreement in compliance with Section 6.03, the Company shall use its commercially reasonable efforts to solicit from stockholders of the Company proxies in favor of the approval of this Agreement and shall take all other action necessary or advisable to secure the vote or consent of the holders of Shares required by Applicable Law to effect the Merger. Once the Stockholder Meeting has been called and noticed, the Company shall not postpone or adjourn the Stockholder Meeting without the consent of Parent, which shall not be unreasonably withheld or delayed, except (i) for the absence of a quorum or (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which it believes in good faith is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Shares prior to the Stockholder Meeting; provided that in the event that the Stockholder Meeting is delayed to a date after the End Date as a result of either (i) or (ii) above, then the End Date shall be extended to the fifth Business Day after the date of the Stockholder Meeting. Parent shall cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent, HoldCo, Merger Sub or any Subsidiary of Parent to be voted in favor of the approval of this Agreement. (d) If, at any time following Merger by written consent in accordance with applicable Law and the Acceptance Time, Parent and its Subsidiaries shall own, in the aggregate, a sufficient number of shares of Company Common Stock necessary for Merger Sub to be merged into the Company without a vote or consent Organizational Documents of the Company’s stockholders in accordance , and written consents have been filed with Section 11.05 the minutes of the MBCA , then Parent and proceedings of the Company shall take all necessary and appropriate action, including with respect to the transfer to Merger Sub of any such shares held by Parent or its Subsidiaries, to cause the Merger to become effective as soon as possible after the Acceptance Time without the vote or consent stockholders of the Company’s stockholders . Such minutes are the only minutes of such stockholders, or any committee thereof, relating to the Merger. The resolutions adopted by written consent are in accordance with Section 11.05 full force and effect, and no action has been taken or is pending for the purpose of the MBCArevoking, rescinding, annulling, repealing, correcting, changing, amending or otherwise modifying any of such resolutions.

Approval of Merger. (a) Unless the Merger is consummated As promptly as practicable (and in accordance with Section 11.05 of the MBCA as contemplated by Section 6.04(d), at Parent’s request, as soon as reasonably practicable following the expiration of the Offer, the Company shall prepare and file a proxy/information statement in preliminary form for the Stockholder Meeting no event more than three (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”3) seeking stockholder approval of the matters requiring Stockholder Approval; provided, however, that Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. The Company shall include in the Proxy Statement the Board Recommendation. (bBusiness Days) The Company shall provide Parent and Merger Sub and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its Representatives may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. The Company shall, after consultation with Parent and Merger Sub, respond promptly to any comments made by the SEC with respect to the Proxy Statement. The Company, on the one hand, and Parent and Merger Sub, on the other hand, agree to 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 or as otherwise required by Applicable Law, and the Company further agrees to take all steps necessary to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 6.04(c)(ii), mailed to holders of Shares, in each case as and to the extent required by Applicable Law. (c) Unless the Merger is consummated in accordance with Section 11.05 of the MBCA as contemplated by Section 6.04(d), as promptly as reasonably practicable after the date of the expiration of the Offer, the Company will, in accordance with Applicable Law and the Company’s governing documents, duly set a record date for, call, give notice of, convene and hold a special meeting of the Company’s stockholders (including any adjournments and postponements thereof, the “Stockholder Meeting”) for the purpose of approving the Merger and taking such other action requiring Stockholder Approval (with the record date and meeting date set in consultation with Parent). Unless the Company Board has withdrawn its recommendation execution of this Agreement, the Merger or the other transactions contemplated by this Agreement in compliance with Section 6.03, the Company shall use its commercially reasonable efforts to solicit from stockholders of the Company proxies in favor of the approval of this Agreement and shall take all other action commercially reasonable actions necessary or advisable to secure the vote or consent of the holders of Shares required by Applicable Law to effect the Merger. Once the Stockholder Meeting has been called and noticedin accordance with this Agreement, the Company shall not postpone or adjourn DGCL and the Company’s Governing Documents to obtain the Required Stockholder Meeting without the Approval by written consent of Parent, which shall not be unreasonably withheld or delayed, except (i) for the absence in lieu of a quorum or (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which it believes in good faith is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Shares prior to the Stockholder Meeting; provided that in the event that the Stockholder Meeting is delayed to a date after the End Date as a result of either (i) or (ii) above, then the End Date shall be extended to the fifth Business Day after the date of the Stockholder Meeting. Parent shall cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent, HoldCo, Merger Sub or any Subsidiary of Parent to be voted in favor of the approval of this Agreement. (d) If, at any time following the Acceptance Time, Parent and its Subsidiaries shall own, in the aggregate, a sufficient number of shares of Company Common Stock necessary for Merger Sub to be merged into the Company without a vote or consent meeting of the Company’s stockholders in accordance with Section 11.05 228 of the MBCA DGCL. Such consent shall be for the purpose of adopting this Agreement and approving the Merger. In connection with such written stockholder consent, then Parent and the Company shall take all necessary and appropriate action, including with respect submit to the transfer Stockholders all documents required by Law or the Contracts set forth on Schedule 4.2(a) hereto in connection with such solicitation of approval, which shall include (but not be limited to): (i) a solicitation of the approval from the Stockholders of this Agreement and the Merger, (ii) a recommendation of the board of directors of the Company in favor of the Merger, this Agreement and the Contemplated Transactions, (iii) a summary and copy of this Agreement and the Exhibits hereto, (iv) a statement that appraisal rights are available for the Company Capital Stock pursuant to Merger Sub the Dissenters Rights Statute and a copy of the Dissenters Rights Statute and (v) the Letter of Transmittal (the foregoing materials and any such shares held by Parent or its Subsidiaries, other materials submitted to cause the Stockholders in connection with the solicitation of their approval of the Merger and this Agreement, collectively the “Soliciting Materials”). The Soliciting Materials shall be subject to become effective as soon as possible after review and comment by the Acceptance Time without Buyer, acting reasonably, prior to distribution, which comments the vote or Company shall consider in good faith. (b) Immediately following receipt of written consents of its Stockholders constituting the Required Stockholder Approval, the Company shall deliver notice of the approval of this Agreement and the Merger by written consent of the Company’s stockholders in accordance with Section 11.05 Stockholders, pursuant to the applicable provisions of the MBCADGCL and its Charter (the “Stockholder Notice”), to all Stockholders that did not execute such written consent informing them that this Agreement and the Merger were adopted and approved by the Stockholders and that appraisal rights are available for their Company Capital Stock pursuant to the Dissenters Rights Statute (which Stockholder Notice shall include a copy of the Dissenters Rights Statute), subject to the terms of any stockholder or similar agreements to which such Stockholders are bound. The Stockholder Notice shall be subject to review and comment by Buyer prior to distribution, which comments the Company shall consider in good faith. The Company shall promptly provide to the Buyer copies of each such Stockholder Notice and evidence that such Stockholder Notice was sent.

Approval of Merger. (a) Unless the Merger is consummated in accordance with Section 11.05 of the MBCA as contemplated by Section 6.04(d), at Parent’s request, as soon As promptly as reasonably practicable following the expiration date of the Offerthis Agreement, the Company shall prepare and file a proxy/information statement in preliminary form for the Stockholder Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) seeking stockholder approval of the matters requiring Stockholder Approval; provided, however, that Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. The Company shall include in the Proxy Statement the Board Recommendation. (b) The Company shall provide Parent and Merger Sub and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its Representatives may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. The Company shall, after consultation with Parent and Merger Sub, respond promptly to any comments made by the SEC with respect to the Proxy Statement. The Company, on the one hand, and Parent and Merger Sub, on the other hand, agree to 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 or as otherwise required by Applicable Law, and the Company further agrees to take all steps necessary to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 6.04(c)(ii), mailed to holders of Shares, in each case as and to the extent required by Applicable Law. (c) Unless the Merger is consummated in accordance with Section 11.05 of the MBCA as contemplated by Section 6.04(d), as promptly as reasonably practicable after the date of the expiration of the Offer, the Company will, in accordance with Applicable Law and the Company’s governing documents, duly set a record date for, call, give notice of, convene and hold a special meeting of the Company’s stockholders (including any adjournments and postponements thereof, the “Stockholder Meeting”) for the purpose of approving the Merger considering and taking such other action upon the matters requiring Stockholder Approval (with the record date and meeting date set in consultation with Parent). Unless the Company Board (acting upon the recommendation of the Special Committee) has withdrawn its recommendation of this Agreement, the Merger or the other transactions contemplated by this Agreement Company Recommendation in compliance with Section 6.03, the Company shall use its commercially reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders and to solicit from stockholders of the Company proxies in favor of the adoption and approval of this Agreement and shall take all other action necessary or advisable to secure the vote or consent of the holders of Shares required by Applicable Law to effect the Merger. Once Merger and, subject to Section 6.03 and Article 8, the Stockholder Meeting has been called and noticedCompany Board shall cause the Company Recommendation to be included in the Proxy Statement. (b) As promptly as reasonably practicable after the execution of this Agreement, the Company shall not postpone or adjourn prepare a proxy/information statement in preliminary form for the Stockholder Meeting without (together with any amendments thereof or supplements thereto and any other required proxy materials, the consent “Proxy Statement”) seeking stockholder approval of the matters requiring Stockholder Approval and file it with the SEC. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC or its staff concerning the Proxy Statement, and to resolve any such comments, and shall cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the resolution of any such comments. The Company, Parent and Merger Sub shall notify the others promptly 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 and shall supply the others with copies of all correspondence between it 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. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall reasonably cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including furnishing as promptly as practicable to the Company in writing upon request any and all information relating to it as may be required to be set forth in the Proxy Statement under Applicable Law. Parent shall ensure that such information supplied by it in writing for inclusion in the Proxy Statement will not, on the date it is first mailed to stockholders of the Company and at the time of the Stockholder Meeting or filed with the SEC (as applicable), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response and shall consider Parent, which ’s comments in good faith. The Company shall not be unreasonably withheld or delayed, except ensure that the Proxy Statement (i) for the absence of a quorum or (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which it believes in good faith is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Shares prior to the Stockholder Meeting; provided that in the event that the Stockholder Meeting is delayed to a date after the End Date as a result of either (i) or (ii) abovewill not, then the End Date shall be extended to the fifth Business Day after on the date it is first mailed to stockholders of the Company and at the time of the Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (ii) will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company assumes no responsibility with respect to information supplied in writing by or on behalf of Parent shall cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent, HoldCo, or Merger Sub for inclusion or any Subsidiary of Parent to be voted incorporation by reference in favor of the approval of this Agreement. (d) Proxy Statement. If, at any time following prior to the Acceptance Effective Time, any information relating to the Company, Parent and its Subsidiaries shall ownor Merger Sub, or any of their respective Subsidiaries, officers or directors, should be discovered by Parent or the Company that should be set forth in an amendment to the Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the aggregatecircumstances in which they were made, a sufficient number of shares not misleading, then the party hereto that discovers such information shall promptly notify the other party hereto and, to the extent required by Applicable Law, the Company shall file as promptly as practicable with the SEC and disseminate to the holders of Company Common Stock necessary for Merger Sub to be merged into the Company without a vote an appropriate amendment or consent of the Company’s stockholders in accordance with Section 11.05 of the MBCA , then Parent and the Company shall take all necessary and appropriate action, including with respect to the transfer to Merger Sub of any supplement containing such shares held by Parent or its Subsidiaries, to cause the Merger to become effective as soon as possible after the Acceptance Time without the vote or consent of the Company’s stockholders in accordance with Section 11.05 of the MBCAinformation.