Common use of Company Proxy Statement Clause in Contracts

Company Proxy Statement. (a) Following consummation of the Offer, if holding of the Company Stockholders' Meeting is required by Law in order to effect the Merger, the Company will, as promptly as practicable following consummation of the Offer but in any event within fifteen (15) days thereafter, file a preliminary Company Proxy Statement with the SEC and will use reasonable efforts to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be mailed to the Company's stockholders. The Company will notify Parent promptly of the receipt of, and will respond promptly to, any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information, and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement or the Merger. The Company shall give Parent an opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objects. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur any event that is required to be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in the Company Proxy Statement as may reasonably be requested by the Company and required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Merger.

Company Proxy Statement. (a) Following consummation If the approval of this Agreement by the OfferCompany’s stockholders is required by Law, if holding then as soon as practicable following the execution of this Agreement, the Company shall prepare and file with the SEC the preliminary Company Proxy Statement to be sent to the stockholders of the Company Stockholders' in connection with the Company Stockholders Meeting is and other solicitation materials of Parent and the Company constituting a part thereof and related documents. Parent, Merger Sub and the Company will cooperate and consult with each other and their respective counsel in the preparation of the Company Proxy Statement. Without limiting the generality of the foregoing, Parent will furnish to the Company the information relating to it required by Law the Exchange Act and the rules and regulations promulgated thereunder to be set forth in order to effect the Merger, the Company willProxy Statement. The Company shall not file the preliminary Company Proxy Statement, or any amendment or supplement thereto, without providing the Parent a reasonable opportunity to review and comment thereon. Each party shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the preliminary Company Proxy Statement as promptly as practicable following consummation of the Offer but in any event within fifteen (15) days thereafter, file a preliminary Company Proxy Statement with the SEC and will use reasonable efforts to respond to any comments of the SEC or its staff after receipt thereof and to cause the definitive Company Proxy Statement promptly in definitive form to be mailed to the Company's stockholders’s stockholders as promptly as reasonably practicable following filing with the SEC. The Each party agrees to consult with the other party prior to responding to SEC comments with respect to the preliminary Company will Proxy Statement. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Company Proxy Statement which shall have become false or misleading. Each party shall as soon as reasonably practicable (i) notify Parent promptly the other parties of the receipt of, and will respond promptly to, of any comments from the SEC or its staff with respect to the Company Proxy Statement and any request by the SEC or its staff for amendments or supplements any amendment to the Company Proxy Statement or for additional information, information and will supply Parent (ii) provide each other party with copies of all correspondence between the Company or any of a party and its employees and other authorized representatives, on the one hand, and the SEC or its staffSEC, on the other hand, with respect to the Company Proxy Statement or the Merger. The Company shall give Parent an opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objects. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur any event that is required to be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in the Company Proxy Statement as may reasonably be requested by the Company and required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Merger.

Company Proxy Statement. As promptly as practicable after the date of this Agreement, and, in any event, within ten (a10) Following consummation of the Offer, if holding of the Company Stockholders' Meeting is required by Law in order to effect the Mergerbusiness days thereafter, the Company will, as promptly as practicable following consummation of shall prepare and file with the Offer but in any event within fifteen (15) days thereafter, file a preliminary SEC the Company Proxy Statement with the SEC and will use reasonable efforts to respond to any comments of the SEC or its staff and to shall cause the definitive Company Proxy Statement promptly to be mailed to the Company's stockholdersstockholders as promptly as practicable and, in any event, within five (5) business days after the Company Proxy Statement is cleared by the SEC. Notwithstanding the foregoing, any delay caused by Parent's or its representative's review of the Company Proxy Statement shall toll the applicable periods set forth above. The Company will notify Parent promptly of the receipt of, and will respond promptly to, any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information, and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement or the Merger. The Company shall give Parent an opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objects. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur any event that is required to be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail to its stockholders such amendment or supplement. The Company shall give Parent shall furnish and its counsel a reasonable opportunity to the Company such information concerning itself and Purchaser for inclusion be involved in the drafting of and review and comment upon any Company Proxy Statement as may reasonably be requested by and any amendment or supplement thereto and any such correspondence prior to its filing with the SEC or dissemination to the Company's stockholders and the Company shall not mail any Company Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. Unless and required to be included in until the Board of Directors of the Company Proxy Statement under applicable Law. The shall withdraw its approval or recommendation of this Agreement or the Merger if and to the extent permitted by, and in accordance with, Section 6.05 hereof, the Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) 3.19 hereof and shall use all commercially reasonable efforts to solicit, if so requested by Parent, solicit from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of PurchaserParent, advisable to secure the approval of the Company's stockholders required by the DGCL DGCL, the Company's Certificate of Incorporation and By-Laws and any other applicable Law in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Merger.

Company Proxy Statement. (a) Following consummation The Company shall (i) prepare and cause to be filed with the SEC preliminary proxy materials to obtain the Required Company Stockholder Vote promptly after the date of this Agreement and (ii) cause a copy of those preliminary proxy materials to be filed with the ASX. Promptly following the later of (i) receipt and resolution of SEC comments thereon or (ii) the expiration of the Offer, if holding of 10-day waiting period provided in Rule 14a-6(a) promulgated under the Company Stockholders' Meeting is required by Law in order to effect the MergerExchange Act, the Company will, as promptly as practicable following consummation of the Offer but in any event within fifteen (15) days thereafter, shall file a preliminary Company Proxy Statement definitive proxy materials with the SEC and will use reasonable efforts to respond to any comments of the SEC or its staff ASX, and to cause the definitive Company Proxy Statement promptly to be mailed to the Company's stockholdersCompany Stockholders. The Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities in connection with the Merger (or as required or appropriate to facilitate the Merger) to (x) comply as to form with all applicable SEC requirements, and (y) otherwise comply with all applicable Legal Requirements. Prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC, the ASX or any other Governmental Body, the Company shall provide Parent with reasonable opportunity to review and comment on each such filing in advance, and the Company shall consider in good faith the comments proposed by or on behalf of Parent with respect thereto. (b) The Company will notify Parent promptly of the receipt of, and will respond promptly to, of any comments from the SEC or its staff (or of notice of the SEC’s intent to review the Proxy Statement) and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Company Proxy Statement or any other filing or for additional additional/supplemental information, and will promptly supply Parent with copies of all correspondence between the Company or any of its representativesRepresentatives, on the one hand, and the SEC SEC, or its staffstaff or any other government officials, on the other hand, with respect to the Company Proxy Statement or the Mergerother filing. The Company shall give provide Parent an with reasonable opportunity to review and comment on any correspondence written response in advance, and the Company shall consider in good faith and implement where necessary or appropriate the comments proposed by or on behalf of Parent with respect thereto. Without limiting the foregoing, the Company shall respond promptly to any comments of the SEC or its staff or any proposed materials other government officials and use commercially reasonable efforts to be included in have the Company Proxy Statement prior to transmission to cleared by the SEC or its staff and any other government officials as promptly as practicable after it has been filed. The Company shall not transmit any such materials to which advise Parent reasonably objects. If at any time prior to promptly after it receives notice that the approval of this Agreement Proxy Statement has been cleared by the Company's stockholders there shall occur SEC or any other government officials. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Company Proxy StatementStatement or any other filing, the Company will shall promptly notify inform Parent thereof of such occurrence, provide Parent with reasonable opportunity to review and prepare comment on any such amendment or supplement in advance, and mail shall cooperate in filing with the SEC or its staff or any other government officials, and/or, to its stockholders the extent required, mailing to the Company Stockholders, such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in the Company Proxy Statement as may reasonably be requested by the Company and required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Merger.

Company Proxy Statement. (a) Following consummation If the adoption of this Agreement by the OfferCompany’s shareholders is required by Laws in order to consummate the Merger, if holding then promptly following the later of (i) the Offer Acceptance Time, and (ii) the expiration of any subsequent offering period, the Company shall use commercially reasonable efforts to prepare a draft of the Company Stockholders' Meeting Proxy Statement. Parent shall provide the Company with any information that may be required in connection with the preparation and filing of the Company Proxy Statement and any updates to such information, as appropriate. The Company shall provide Parent with a reasonable opportunity to review and comment on such draft, and once such draft is required by Law in order a form reasonably acceptable to effect each of Parent and the MergerCompany, the Company will, as promptly as practicable following consummation of shall file the Offer but in any event within fifteen (15) days thereafter, file a preliminary Company Proxy Statement with the SEC and will SEC. (b) The Company shall use its reasonable best efforts to (i) respond to any comments of on the SEC or its staff and to cause the definitive Company Proxy Statement promptly or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests and (ii) cause the Company Proxy Statement to be mailed to the Company's stockholders. The Company will notify Parent promptly shareholders of the receipt of, Company as promptly as practicable upon request of Parent and will respond promptly to, any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to clearance of the Company Proxy Statement by the SEC. The Company shall promptly (A) notify Parent upon the receipt of any such comments or for additional information, requests and will supply (B) provide Parent with copies of all correspondence between the Company or any of and its representativesRepresentatives, on the one hand, and the SEC or and its staff, on the other hand, with respect to the extent such correspondence relates to the Company Proxy Statement Statement. Before responding to any such comments or requests or the Merger. The filing or mailing of the Company Proxy Statement, the Company (x) shall give provide Parent an with a reasonable opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in drafts of the Company Proxy Statement prior to transmission to the SEC or its staff and related correspondence and filings and (y) shall not transmit any include in such materials to which Parent drafts, correspondence and filings all comments reasonably objects. If at any time prior to the approval of this Agreement proposed by the Company's stockholders there shall occur any event that is required to be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in the Parent. (c) The Company Proxy Statement as may reasonably be requested by shall include the Company and required to be included in Board Recommendation unless the Company Proxy Statement under applicable Law. The Board has withdrawn, modified or amended the Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, Board Recommendation in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the MergerAgreement.

Company Proxy Statement. (ai) Following consummation As promptly as practicable after the date of the OfferAppointment Time, if holding the Company will prepare and file with the SEC a proxy statement to be sent to stockholders of the Company Stockholders' relating to the Company Stockholders Meeting is required by Law in order (such proxy statement, as amended or supplemented from time to effect the Mergertime, the Company will, as promptly as practicable following consummation of the Offer but in any event within fifteen (15) days thereafter, file a preliminary “Company Proxy Statement with the SEC and will use reasonable efforts to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be mailed to the Company's stockholdersStatement”). The Company will notify Parent promptly use reasonable best efforts to cause the Company Proxy Statement to be disseminated to the holders of the receipt ofCompany Common Stock, as and to the extent required by applicable federal securities Laws. Subject to Section 5.2, the Company Proxy Statement will respond promptly tocontain the Company Recommendation. (ii) Parent and Merger Sub will provide for inclusion or incorporation by reference in the Company Proxy Statement all required information concerning Parent and Merger Sub required in connection with the Company Proxy Statement. Parent and its counsel will be given the opportunity to review and comment on the Company Proxy Statement before it is filed with the SEC. In addition, the Company will provide Parent and its counsel, in writing, with any comments comments, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information, and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement promptly after the receipt of such comments or other communications, and the Merger. The Company shall give Parent an opportunity to review and comment on any correspondence with proposed responses thereto. (iii) Each of the SEC or its staff or Company, Parent and Merger Sub agrees to promptly (A) correct any proposed materials to be included information provided by it for use in the Company Proxy Statement prior to transmission if and to the SEC extent that such information becomes false or its staff misleading in any material respect and shall not transmit (B) supplement the information provided by it specifically for use in the Company Proxy Statement to include any such materials information that becomes necessary in order to which Parent reasonably objects. If at any time prior to make the approval of this Agreement by the Company's stockholders there shall occur any event that is required to be set forth statements in an amendment or supplement to the Company Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company will promptly notify Parent thereof and prepare and mail further agrees to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in cause the Company Proxy Statement as may reasonably so corrected or supplemented to be requested by filed with the SEC and to be disseminated to the holders of the Company and required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary orStock, in each case as and to the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders extent required by the DGCL in order to effect the Mergerapplicable federal securities Laws. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Merger.

Company Proxy Statement. (a) Following consummation If the Company Stockholder Approval is required by law, the Company shall promptly prepare and file with the SEC as soon as practicable following expiration of the Offer. The Company shall cause the Company Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder. Prior to such filing, if holding the Company shall afford Buyer a reasonable opportunity to review and comment on the proposed form of the Company Stockholders' Meeting is required by Law in order to effect the MergerProxy Statement, and neither the Company willProxy Statement, as promptly as practicable following consummation of nor any amendment or supplement to the Offer but in any event within fifteen (15) days thereafter, file a preliminary Company Proxy Statement with Statement, will be made by the SEC and will use reasonable efforts to respond to Company without the approval of Buyer, which approval shall not be unreasonably withheld. (b) The Company shall notify Buyer promptly after receipt by the Company of any comments of the SEC on, or its staff and to cause the definitive Company Proxy Statement promptly to be mailed to the Company's stockholders. The Company will notify Parent promptly of the receipt of, and will respond promptly to, any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to to, the Company Proxy Statement or for additional information, and will Statement. The Company shall supply Parent Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, representatives and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement or the Merger. The Company shall give Parent an opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objectsStatement. If at any time prior to the approval of this Agreement by the Company's stockholders there Effective Time, any event shall occur relating to the Company or any event that is required to of its Subsidiaries or any of their respective officers, directors or affiliates which should be set forth described in an amendment or supplement to the Company Proxy Statement, the Company will shall inform Buyer promptly notify Parent thereof and prepare and mail to its stockholders after becoming aware of such amendment or supplementevent. Parent shall furnish to Whenever the Company such information concerning itself and Purchaser for inclusion learns of the occurrence of any event which should be described in an amendment of, or supplement to, the Company Proxy Statement as may reasonably be requested by the Company and required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfiedStatement, the parties shall take all necessary cooperate to promptly cause such amendment or supplement to be prepared, filed with and appropriate action to cause cleared by the Merger to become effective as soon as possible after such acquisitionSEC and, without the approval of the other stockholders of the Companyif required by applicable law, in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant disseminated to the Offer, persons and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has in the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Mergermanner required.

Company Proxy Statement. (a) Following consummation of the Offer, if holding of the Company Stockholders' Meeting is required by Law in order to effect the Merger, the Company will, as As promptly as reasonably practicable following consummation of the Offer but (and in any event within fifteen (15) days thereafter15 Business Days after the date hereof), the Company shall prepare and file a preliminary the Company Proxy Statement with the SEC and will SEC. The Company shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be cleared by the SEC as soon as reasonably practicable after the date hereof and to be mailed to the Company's stockholdersits stockholders as promptly as practicable thereafter. The Company will notify Parent promptly shall use its reasonable best efforts to ensure that the Company Proxy Statement, and any amendments or supplements thereto, comply in all material respects with the rules and regulations promulgated by the SEC under the Exchange Act. The Company shall include in the Company Proxy Statement (i) subject to any required consent of the receipt ofCompany Financial Advisor, the written opinion of the Company Financial Advisor referred to in Section 5.24, the description thereof and the financial analysis relating thereto and (ii) unless an Adverse Recommendation Change permitted hereunder shall have occurred, the Company Board Recommendation. (b) The Investor and its counsel shall be given a reasonable opportunity to review and comment on the Company Proxy Statement (including the preliminary and definitive versions thereof) before the Company Proxy Statement (or any amendment thereto) is filed with the SEC, and will respond promptly to, the Company shall give reasonable and good faith consideration to any comments made by the Investor and its counsel. The Company shall provide the Investor and its counsel with (i) any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information, and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the Merger. Company’s response to those comments and to provide comments on such response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any substantive discussions or meetings with the SEC. (c) The Company shall give Parent an opportunity to review and comment on will advise the Investor, promptly after it receives notice thereof, of any correspondence with request by the SEC for any amendment or its staff or any proposed materials supplement to be included in the Company Proxy Statement prior to transmission to or comments thereon and responses thereto or requests by the SEC or its staff and shall not transmit any such materials to which Parent reasonably objectsfor additional information. If If, at any time prior to the approval Company Stockholder Meeting, any information relating to the Company or the Investor, or any of this Agreement their respective Affiliates, officers or directors should be discovered by the Company's stockholders there shall occur any event Company or the Investor that is required to should be set forth in an amendment or supplement to the Company Proxy StatementStatement 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 circumstances under which they were made, not misleading, the Company will party hereto that discovers such information shall promptly notify Parent thereof the other party hereto and prepare and mail the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to its stockholders the extent required by Applicable Law, disseminate such amendment or supplement. Parent shall furnish supplement to the Company such information concerning itself and Purchaser for inclusion in the Company Proxy Statement as may reasonably be requested by the Company and required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company. (d) Notwithstanding (x) any Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of an Acquisition Proposal or (z) anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 253 its terms, the obligations of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, Company under this Section 8.03 shall continue in full force and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Mergereffect.

Company Proxy Statement. (a) Following consummation As promptly as practicable, and in any event no later than ten (10) Business Days, following the date of this Agreement, the OfferCompany shall, if holding in consultation with Parent, prepare a draft of the Company Stockholders' Proxy Statement. Parent shall provide the Company with any information that may be required in connection with the preparation and filing of the Company Proxy Statement. The Company shall provide Parent with a reasonable opportunity to review and comment on such draft, and the Company shall file the Company Proxy Statement with the SEC. (b) The Company hereby covenants and agrees that none of the information included or incorporated by reference in the Company Proxy Statement will, at the date it is first mailed to the shareholders of the Company or at the time of the Company Shareholders Meeting is or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required by Law to be stated therein or necessary in order to effect make the Mergerstatements therein, in light of the circumstances under which they are made, not misleading; provided, however, that no covenant is made by the Company with respect to statements made or incorporated by reference therein to the extent based on information supplied by Parent or Acquisition Sub or any Affiliate of Parent or Acquisition Sub in connection with the preparation of the Company Proxy Statement for inclusion or incorporation by reference therein. Parent and Acquisition Sub hereby covenant and agree that none of the information supplied by Parent or Acquisition Sub or any Affiliate of Parent or Acquisition Sub for inclusion or incorporation by reference in the Company Proxy Statement will, at the date it is first mailed to the shareholders of the Company or at the time of the Company Shareholders Meeting or at the time of any amendment or supplement thereof, 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; provided, however, that no covenant is made by either Parent or Acquisition Sub with respect to statements made or incorporated by reference therein to the extent based on information supplied by the Company or any Affiliate of the Company in connection with the preparation of the Company Proxy Statement for inclusion or incorporation by reference therein. (c) The Company shall use reasonable best efforts to (i) respond to any comments on the Company Proxy Statement or requests for additional information from the SEC as promptly as practicable after receipt of any such comments or requests and (ii) cause the Company Proxy Statement to be mailed to the shareholders of the Company as promptly as practicable following consummation the date of the Offer but in any event within fifteen (15) days thereafter, file a preliminary Company Proxy Statement with the SEC and will use reasonable efforts to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be mailed to the Company's stockholdersthis Agreement. The Company will shall promptly (A) notify Parent promptly of upon the receipt of, of any such comments or requests and will respond promptly to, any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information, and will supply (B) provide Parent with copies of all correspondence between the Company or any of and its representativesRepresentatives, on the one hand, and the SEC or and its staff, on the other hand, with respect . Prior to the Company Proxy Statement responding to any such comments or requests or the Merger. The Company shall give Parent an opportunity to review and comment on any correspondence with the SEC filing or its staff or any proposed materials to be included in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objects. If at any time prior to the approval mailing of this Agreement by the Company's stockholders there shall occur any event that is required to be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify (x) shall consult with Parent thereof regarding, and prepare provide Parent with a reasonable opportunity to review and mail to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in comment on, any drafts of the Company Proxy Statement as may and related correspondence and filings and (y) shall consider for inclusion in such drafts, correspondence and filings all comments reasonably be requested proposed by the Company and required Parent. (d) Subject to be included in Section 5.4, the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement Board Recommendation unless the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicitCompany Board has withdrawn, if so requested by Parent, from holders of Common Stock proxies in favor of modified or amended the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, Company Board Recommendation in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Merger5.4(d)(iii).

Company Proxy Statement. (a) Following consummation If Merger Sub makes the determination described in subclause (a) of Section 1.3, Parent shall have the Offerright to request, if holding and in such case, the Company shall, prepare a draft of the Company Stockholders' Proxy Statement and cause it to be filed in preliminary form with the SEC no later than the later of (i) the fifth Business Day following such request and (ii) the twentieth Business Day following the date of this Agreement. Parent shall provide the Company with any information that may be required from Parent and Merger Sub in connection with the preparation and filing of the Company Proxy Statement and any updates to such information, as appropriate. The Company shall provide Parent with a reasonable opportunity to review and comment on such draft, and once such draft is in a form reasonably acceptable to each of Parent and the Company, the Company shall file the Company Proxy Statement with the SEC. (b) The Company agrees that none of the information included or incorporated by reference in the Company Proxy Statement will, at the date it is first mailed to the stockholders of the Company or at the time of the Company Stockholders Meeting is or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required by Law to be stated therein or necessary in order to effect make the Mergerstatements therein, in light of the circumstances under which they are made, not misleading; provided, that no representation or warranty is made by the Company willwith respect to statements made or incorporated by reference therein to the extent based on information supplied by or on behalf of Parent or Merger Sub or any Affiliate of Parent or Merger Sub in connection with the preparation of the Company Proxy Statement for inclusion or incorporation by reference therein. (c) Parent and Merger Sub hereby covenant and agree that none of the information supplied by or on behalf of Parent or Merger Sub or any Affiliate of Parent or Merger Sub for inclusion or incorporation by reference in the Company Proxy Statement shall, at the date it is first mailed to the stockholders of the Company or at the time of the Company Stockholders Meeting or at the time of any amendment or supplement thereof, 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; provided, that no representation or warranty is made by either Parent or Merger Sub with respect to statements made or incorporated by reference therein to the extent based on information supplied by the Company or any Affiliate of the Company in connection with the preparation of the Company Proxy Statement for inclusion or incorporation by reference therein. (d) The Company shall use its reasonable best efforts to (i) respond to any comments on the Company Proxy Statement or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests and (ii) obtain clearance of the Company Proxy Statement by the SEC as promptly as practicable following consummation of the Offer but in any event within fifteen (15) days thereafter, file a preliminary Company Proxy Statement with the SEC and will use reasonable efforts to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be mailed to the Company's stockholdersfiling thereof. The Company will shall promptly (A) notify Parent promptly of upon the receipt of, of any such comments or requests and will respond promptly to, any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information, and will supply (B) provide Parent with copies of all correspondence between the Company or any of and its representativesRepresentatives, on the one hand, and the SEC or and its staff, on the other hand, with respect to the extent such correspondence relates to the Company Proxy Statement Statement. Before responding to any such comments or requests or the Merger. The filing or mailing of the Company Proxy Statement, the Company (x) shall give provide Parent an with a reasonable opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in drafts of the Company Proxy Statement prior to transmission to the SEC or its staff and related correspondence and filings and (y) shall not transmit any include in such materials to which Parent drafts, correspondence and filings all comments reasonably objects. If at any time prior to the approval of this Agreement proposed by the Company's stockholders there shall occur any event that is required to be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in the Parent. (e) The Company Proxy Statement as may reasonably be requested by shall include the Company and required to be included in Board Recommendation unless the Company Proxy Statement under applicable Law. The Board has withdrawn, modified or amended the Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, Board Recommendation in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Merger5.4.

Company Proxy Statement. (a) Following consummation of the Offer, if holding of the Company Stockholders' Meeting is required by Law in order to effect the Merger, the Company will, as As promptly as reasonably practicable following consummation of the Offer but (and in any event within fifteen (15) days thereafter15 Business Days after the date hereof), the Company shall prepare and file a preliminary the Company Proxy Statement with the SEC and will SEC. The Company shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be cleared by the SEC as soon as reasonably practicable after the date hereof and to be mailed to the Company's stockholdersits shareholders as promptly as practicable thereafter. The Company will notify Parent promptly of shall use its reasonable best efforts to ensure that the receipt ofCompany Proxy Statement, and will respond promptly toany amendments or supplements thereto, comply in all material respects with the rules and regulations promulgated by the SEC under the 1934 Act. (b) Parent and its counsel shall be given a reasonable opportunity to review and comment on the Company Proxy Statement before the Company Proxy Statement (or any amendment thereto) is filed with the SEC, and the Company shall give reasonable and good faith consideration to any substantive comments made by Parent and its counsel. The Company shall provide Parent and its counsel with (i) any comments, communications or requests for amendments or supplements, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information, and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement reasonably promptly after receipt thereof and (ii) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on such response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the Merger. SEC. (c) The Company and Parent shall give Parent an opportunity to review and comment on any correspondence cooperate with one another (i) in connection with the SEC or its staff or any proposed materials to be included in preparation of the Company Proxy Statement prior and responding to transmission any comments from the SEC on the Company Proxy Statement, and (ii) in taking such actions or making any such filings, furnishing information required in connection with the Company Proxy Statement and seeking timely to obtain any such actions, consents, approvals or waivers. Parent will furnish all information concerning Parent and its Affiliates to the SEC Company, and provide such other assistance as may be reasonably requested in connection with the preparation, filing, and distribution of the Company Proxy Statement. The Company Proxy Statement will include all information reasonably requested by the Company or its staff and shall not transmit any such materials Parent to which Parent reasonably objectsbe included. If at any time prior to the approval of this Agreement Effective Time any change occurs with respect to the information supplied by Parent for inclusion in the Company's stockholders there shall occur any event that Company Proxy Statement, which is required to be set forth described in an amendment or supplement to the Company Proxy Statement, Parent will reasonably promptly notify the Company of such event and the Company and Parent will promptly notify Parent thereof and prepare and mail to its stockholders such cooperate in the prompt filing with the SEC of any necessary amendment or supplement. Parent shall furnish supplement to the Company such information concerning itself and Purchaser for inclusion in the Company Proxy Statement and, as may reasonably be requested required by the Company and required to be included in the Company Proxy Statement under applicable Applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in disseminating the reasonable opinion of Purchaser, advisable information contained in such amendment or supplement to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger’s shareholders. (bd) Notwithstanding (x) any Adverse Recommendation Change or any Intervening Event Recommendation Change, (y) the foregoing, if the number of Shares owned by Parent, Purchaser and any public proposal or announcement or other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions submission to the Company's obligations set forth Company or any of its Representatives of an Acquisition Proposal or (z) anything in Article VII shall have been satisfiedthis Agreement to the contrary, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, unless this Agreement is terminated in accordance with Section 253 its terms, the obligations of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, Company under this Section 8.02 shall continue in full force and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Mergereffect.

Company Proxy Statement. (a) Following consummation of To the Offer, if holding of the Company Stockholders' Meeting is extent not previously filed or required by Law in order to effect the Mergerbe materially amended, the Company will, shall prepare and cause to be filed with the SEC preliminary proxy materials (or any necessary amendment thereto) to obtain the Required Company Shareholder Vote as promptly as reasonably practicable. As promptly as practicable following consummation the later of (i) receipt and resolution of SEC comments thereon or (ii) the expiration of the Offer but 10-day waiting period following the preliminary proxy statement provided in any event within fifteen Rule 14a-6(a) promulgated under the Exchange Act, or (15ii) days thereafterif no waiting period is applicable, the date of this Agreement, the Company shall file a preliminary Company definitive proxy materials with the SEC, and cause the Proxy Statement with the SEC and will use reasonable efforts to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be mailed to the Company's stockholdersCompany Shareholders. The Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities in connection with the Merger (or as required or appropriate to facilitate the Merger) to (x) comply as to form in all material respects with all applicable SEC requirements, and (y) otherwise comply in all material respects with all applicable Legal Requirements. Prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC, the Company shall provide Parent with reasonable opportunity to review and comment on each such filing in advance. (b) The Company will notify Parent promptly of the receipt of, and will respond promptly to, of any comments from the SEC or its staff (or of notice of the SEC’s intent to review the Proxy Statement) and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Company Proxy Statement or any other filing or for additional additional/supplemental information, and will supply Parent with copies of all correspondence between the Company or any of its representativesRepresentatives, on the one hand, and the SEC SEC, or its staffstaff or any other government officials, on the other hand, with respect to the Company Proxy Statement or the Mergerother filing. The Company shall give provide Parent an with a reasonable opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included written response in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objectsadvance. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur Whenever any event occurs that is required to be set forth in an amendment or supplement to the Company Proxy StatementStatement or any other filing, the Company will shall promptly notify inform Parent thereof of such occurrence, provide Parent with reasonable opportunity to review and prepare comment on any such amendment or supplement in advance, and mail shall cooperate in filing with the SEC or its staff or any other government officials, and/or, to its stockholders the extent required, mailing to the Company Shareholders, such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in the Company Proxy Statement as may reasonably be requested by the Company and required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Merger.

Company Proxy Statement. (a) Following consummation Promptly after the date of the Offer, if holding of the Company Stockholders' Meeting is required by Law in order to effect the Merger, the Company will, as promptly as practicable following consummation of the Offer this Agreement (but in any event within fifteen (15) 12 business days thereafterof the date of this Agreement; provided, file a preliminary however, that such 12 business day period shall be tolled during any period in which the Company has provided Parent with the opportunity to review and comment on the Proxy Statement and Parent has not provided its comments, if any, to the Company within 24 hours of having received a draft of the Proxy Statement), the Company shall prepare and cause to be filed with the SEC preliminary proxy materials to obtain the Required Company Stockholder Vote. Promptly following the later of (i) receipt and resolution of SEC comments thereon or (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Company shall file definitive proxy materials with the SEC and will use reasonable efforts to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be mailed to the Company's its stockholders. The Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities in connection with the Merger (or as required or appropriate to facilitate the Merger) to (x) comply as to form in all material respects with all applicable SEC requirements, and (y) otherwise comply in all material respects with all applicable Legal Requirements. Prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC or any other Governmental Body, the Company shall provide Parent with reasonable opportunity to review and comment on each such filing in advance. (b) The Company will notify Parent promptly of the receipt of, and will respond promptly to, of any comments from the SEC or its staff (or of notice of the SEC’s intent to review the Proxy Statement) and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Company Proxy Statement or any other filing or for additional additional/supplemental information, and will supply Parent with copies of all correspondence between the Company or any of its representativesRepresentatives, on the one hand, and the SEC SEC, or its staffstaff or any other government officials, on the other hand, with respect to the Company Proxy Statement or the Mergerother filing. The Company shall give promptly respond to any comments from the SEC or its staff and use reasonable efforts to have the Proxy Statement cleared by the SEC. The Company shall provide Parent an with reasonable opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included written response in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objectsadvance. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur Whenever any event occurs that is required to be set forth in an amendment or supplement to the Company Proxy StatementStatement or any other filing, the Company will shall promptly notify inform Parent thereof of such occurrence, provide Parent with reasonable opportunity to review and prepare comment on any such amendment or supplement in advance, and mail shall cooperate in filing with the SEC or its staff or any other government officials, and/or, to its stockholders the extent required, mailing to the Company’s stockholders, such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in the Company Proxy Statement as may reasonably be requested by the Company and required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Merger.

Company Proxy Statement. (a) Following consummation If approval of, or notification to, the Company’s stockholders is required by applicable Law to consummate the Merger, then promptly following the later of (i) the OfferAcceptance Time, if holding and (ii) the expiration of any Subsequent Offering Period, the Company shall use commercially reasonable efforts to prepare and file with the SEC not later than five Business Days following such date the preliminary Company Proxy Statement. Parent shall provide the Company with any information that may be required in connection with the preparation and filing of the Company Stockholders' Proxy Statement and any updates to such information, as appropriate. The Company shall provide Parent with a reasonable opportunity to review and comment on such draft, and once such draft is in a form reasonably acceptable to each of Parent and the Company, the Company shall file the Company Proxy Statement with the SEC in accordance with this Section 6.6(a). (b) The Company agrees that none of the information included or incorporated by reference in the Company Proxy Statement will, at the date it is first mailed to the stockholders of the Company or at the time of the Company Stockholders Meeting is or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required by Law to be stated therein or necessary in order to effect make the Mergerstatements therein, in light of the circumstances under which they are made, not misleading; provided, that no representation or warranty is made by the Company willwith respect to statements made or incorporated by reference therein to the extent based on information supplied by or on behalf of Parent or Merger Sub or any Affiliate of Parent or Merger Sub in connection with the preparation of the Company Proxy Statement for inclusion or incorporation by reference therein. (c) Parent and Merger Sub hereby covenant and agree that none of the information supplied by or on behalf of Parent or Merger Sub or any Affiliate of Parent or Merger Sub for inclusion or incorporation by reference in the Company Proxy Statement shall, at the date it is first mailed to the stockholders of the Company or at the time of the Company Stockholders Meeting or at the time of any amendment or supplement thereof, 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; provided, that no representation or warranty is made by either Parent or Merger Sub with respect to statements made or incorporated by reference therein to the extent based on information supplied by the Company or any Affiliate of the Company in connection with the preparation of the Company Proxy Statement for inclusion or incorporation by reference therein. (d) The Company shall (i) respond to any comments on the Company Proxy Statement or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests and (ii) cause the definitive Company Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable following consummation the filing of the Offer but in any event within fifteen (15) days thereafter, file a preliminary Company Proxy Statement with the SEC and will use reasonable efforts to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be mailed to the Company's stockholdersin accordance with Section 6.6(a). The Company will shall promptly (A) notify Parent promptly of upon the receipt of, of any such comments or requests and will respond promptly to, any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information, and will supply (B) provide Parent with copies of all correspondence between the Company or any of and its representativesRepresentatives, on the one hand, and the SEC or and its staff, on the other hand, with respect to the Company Proxy Statement or the Merger. The Company shall give Parent an opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objects. If at any time prior to the approval Company Stockholders Meeting, any information relating to the Company, Parent or any of this Agreement their respective Affiliates, officers or directors, should be discovered by the Company's stockholders there shall occur any event that is required to Company or Parent which should be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in so that the Company Proxy Statement as may reasonably be requested by the Company and shall not contain any untrue statement of a material fact or omit to state any material fact required to be included stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Before responding to any such comments or requests or the filing or mailing of the definitive Company Proxy Statement, the Company (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Company Proxy Statement under applicable Law. The Company and related correspondence and filings and (y) shall include in the definitive Company Proxy Statement the recommendation set forth in such drafts, correspondence and filings all comments reasonably proposed by Parent. (e) Notwithstanding Section 1.02(a6.6(a) hereof and shall use all reasonable efforts to solicitSection 6.7, if so requested by following the Acceptance Time or the exercise of the Top-Up Option, Parent, from holders Merger Sub or any other direct or indirect Subsidiary of Parent shall collectively hold at least 90% of the total shares of Common Stock proxies in favor then outstanding (determined on a fully-diluted basis), then each of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser Merger Sub and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfied, the parties Company shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible practicable after such acquisition, without the approval consummation of the other purchase of the shares of Common Stock in the Tender Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to . (f) The Company Proxy Statement shall include the OfferCompany Board Recommendation unless the Company Board has withdrawn, and any other Shares owned by Purchaser, Parent modified or any affiliate of Parent or amended the Company Board Recommendation in accordance with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the MergerSection 6.5.

Company Proxy Statement. (a) Following consummation As promptly as practicable (and in any event within twenty (20) Business Days) followingthe date of this Agreement, the Offer, if holding Company shall prepare and file with the SEC a draft of the Company Stockholders' Meeting is Proxy Statement. The Company shall cause the Transaction Filings filed or furnished by the Company or its Subsidiaries to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunderand to satisfy all rules of the NASDAQGlobal Select Market. Parent shall provide to the Company all information concerning Parent and Merger Sub as may be reasonably requested by the Company in connection with the Company Proxy Statement and, to the extent reasonably requested by the Company, shall otherwise assist and cooperate with the Company in the preparation of the Company Proxy Statement and resolution of any comments referred to below. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall furnish to the Company the information relating to Parent and its Affiliates required by applicable Law (including the Exchange Act and the rules and regulations promulgated thereunder) to be set forth in the Company Proxy Statement. (b) The Company agrees that none of the informationto be included or incorporated by reference in the Transaction Filings will, at the date filed with the SEC or the date it is first mailed to the stockholders of the Company or at the time of the Company Stockholders Meeting or at the time of any amendment or supplement thereof, 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 effect make the Mergerstatements therein, in light of the circumstances under which they are made, not misleading; provided, however. that no representation or warranty is made by the Company willwith respect to statements made or incorporated by reference therein to the extent based on information supplied by or on behalf of Parent or Merger Sub or any Affiliate of Parent or Merger Sub in connection with the preparation of the Company Proxy Statement for inclusion or incorporationby reference therein. Parent and Merger Sub hereby covenant and agree that none of the information to be suppliedby or on behalf of Parent or Merger Sub or any Affiliate of Parent or Merger Sub for inclusion or incorporation by reference in the Company Proxy Statement shall, at the date filed with the SEC or the date it is first mailed to the stockholders of the Company or at the time of the Company Stockholders Meeting or at the time of any amendment or supplement thereof, 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; provided, however, that no representation or warranty is made by either Parent or Merger Sub with respect to statements made or incorporated by reference therein to the extent based on information supplied by the Company or any Affiliate of the Company in connection with the preparation of the Company Proxy Statement for inclusion or incorporation by reference therein. (c) The Company shall use reasonable best efforts to (i) respond to any comments on the Company Proxy Statement or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests and (ii) cause the **MSPSC Electronic Copy ** 2016-UA-225 Filed on 11/14/2016 ** definitive Company Proxy Statement to be filed with the SEC and mailed to the stockholders of the Company as promptly as practicable following consummation the resolution of any SEC comments; provided, that the Offer but in any event within fifteen (15) days thereafter, file a preliminary Company Proxy Statement with the SEC and will use reasonable efforts shall not be required to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be mailed to the Company's stockholders. The Company will notify Parent promptly of the receipt of, and will respond promptly to, any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to mail the Company Proxy Statement prior to the later of (i) the Solicitation Period End-Date or for additional information, (ii) the end of any discussions with any Excluded Party as permitted pursuant to Section 5.4(b) (and will supply without regard to any subsequent discussions permitted pursuant to Section 5.4(c ). The Company shall promptly (A) notify Parent upon the receipt of any such comments or requests and (B) provide Parent with copies of all correspondence (and reasonable summaries of all oral comments or conversations) relating to the Company Proxy Statement between the Company or any of and its representativesRepresentatives, on the one hand, and the SEC or and its staff, on the other hand, with respect . Before responding to any such comments or requests or the filing or mailing of the Company Proxy Statement or Statement, the Merger. The Company shall give provide Parent an with a reasonable opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in drafts of the Company Proxy Statement prior to transmission to and related correspondence and filings (which comments' by Parent shall be reasonably considered in good faith by the SEC or its staff and Company). (d) The Company Proxy Statement shall not transmit any such materials to which Parent reasonably objects. If include the Company Board Recommendation unless the Coinpany Board has made a Company Adverse Recommendation Change in accordance with this Agreement. (e) If, at any time prior to the approval Effective Time, any information relating to Parent or the Company or any of this Agreement by their respective Affiliates is discoveredby Parent or the Company's stockholders there shall occur any event Company that is required to should be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail Statement so that such document would not include any untrue statement of a material fact or omit to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in the Company Proxy Statement as may reasonably be requested by the Company and state any material fact required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably stated therein or necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect make the Merger. (b) Notwithstanding the foregoingstatements therein, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation in light of the Offercontext under which they are made, shall constitute at least ninety not misleading, the party discoveringthis information shall, as promptly as practical (90%and in any event within twenty-four (24) percent of hours), notify the outstanding Sharesother parties to this Agreement and, and so long as all other conditions to the Company's obligations set forth in Article VII extent required by Law, Parent and the Company shall have been satisfiedcause an appropriate amendment or supplement describing this information,as promptly as practicable, to be field with the parties shall take all necessary and appropriate action SEC and, to cause the Merger extent required by Law, disseminated to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Merger.

Company Proxy Statement. (a) Following consummation As promptly as practicable after the execution of the Offer, if holding of the Company Stockholders' Meeting is required by Law in order to effect the Mergerthis Agreement, the Company will, as promptly as practicable following consummation of shall prepare and file with the Offer but in any event within fifteen (15) days thereafter, file a SEC proxy materials which shall constitute the preliminary Company Proxy Statement with relating to the SEC adoption of the Merger Agreement and will approval of the transactions contemplated hereby by the stockholders of the Company. The Company shall use its reasonable best efforts to respond promptly to any SEC comments of with respect to the SEC or its staff Company Proxy Statement and to cause the definitive Company Proxy Statement promptly and the form of proxy, which shall comply as to form with all applicable laws, to be mailed to the Company's stockholdersstockholders at the earliest practicable date. The Company will shall notify Parent promptly of the receipt of, and will respond promptly to, 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 Company Proxy Statement or for additional information, information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement or the Merger. The Prior to filing the Company Proxy Statement with the SEC, the Company shall give provide reasonable opportunity for Parent an opportunity to review and comment on any correspondence with upon the SEC or its staff or any proposed materials to be included in contents of the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit include therein or omit therefrom any such materials information to which Parent shall reasonably objectsobject. The Company Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of the Merger, subject to Section 6.3. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur Company Stockholders Meeting any event that is required to be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in the Company Proxy Statement as may reasonably be requested by the Company and required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions circumstances relating to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or Merger Subsidiary or any affiliate of Parent their respective affiliates, or with respect to which Parent then has the right to votetheir respective officers or directors, to be voted in favor of the approval and adoption of this Agreement and the approval of the Merger.should be

Company Proxy Statement. As promptly as practicable after the execution of this Agreement, (a) Following consummation the Company shall prepare and file with the SEC the Company Proxy Statement relating to the Company Stockholders’ Meeting to be held to consider the adoption of this Agreement and the approval of the OfferMerger and the transactions contemplated hereby. Each of Parent and the Company shall provide promptly to the other such information concerning its business affairs and financial statements as, if holding in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Company Proxy Statement pursuant to this Section 5.1, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Company Stockholders' Meeting is required by Law in order to effect the Merger, the Company will, as promptly as practicable following consummation of the Offer but in any event within fifteen (15) days thereafter, file a preliminary Company Proxy Statement with the SEC and will use reasonable efforts to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be mailed to the Company's stockholdersStatement. The Company will notify Parent promptly of upon the receipt of, and will respond promptly to, of any comments from the SEC or its staff and any request by in connection with the SEC filing of, or its staff for amendments or supplements to to, the Company Proxy Statement or for additional information, and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement or the MergerStatement. The Company shall give Parent an opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objects. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur Whenever any event that occurs which is required to be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify inform Parent thereof of such occurrence and prepare and mail cooperate in filing with the SEC or its staff, and/or mailing to its stockholders of the Company, such amendment or supplement. The Company shall cooperate and provide Parent shall furnish (and its counsel) with a reasonable opportunity to the Company such information concerning itself review and Purchaser for inclusion in comment on the Company Proxy Statement as may reasonably be requested by and any amendment or supplement thereto prior to filing such with the SEC, and will provide Parent with a copy of all such filings made with the SEC. The Company and required shall not make any amendment to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of Parent, which approval shall not be unreasonably withheld or delayed. The Company will cause the other Company Proxy Statement to be mailed to its stockholders at the earliest practicable time permitted by the rules and regulations of the Company, in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the MergerExchange Act.

Company Proxy Statement. (a) Following consummation of the Offer, if holding of the Company Stockholders' Meeting is required by Law in order to effect the Merger, the Company will, as As promptly as reasonably practicable following consummation of the Offer but (and in any event within fifteen (15) days thereafter10 Business Days after the date hereof), the Company shall prepare and file a preliminary the Company Proxy Statement with the SEC and will SEC. The Company shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be cleared by the SEC as soon as reasonably practicable after the date hereof and to be mailed to the Company's stockholdersits shareholders as promptly as practicable thereafter. The Company will notify Parent promptly of shall use its reasonable best efforts to ensure that the receipt ofCompany Proxy Statement, and will respond promptly toany amendments or supplements thereto, comply as to form in all material respects with the rules and regulations promulgated by the SEC under the 1934 Act. (b) Parent and its counsel shall be given a reasonable opportunity to review and comment on the Company Proxy Statement before the Company Proxy Statement (or any amendment thereto) is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company shall provide Parent and its counsel with (i) any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information, and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the Merger. Company’s response to those comments and to provide comments on such response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (c) The Company and Parent shall give Parent an opportunity to review and comment on any correspondence cooperate with one another (i) in connection with the SEC or its staff or any proposed materials to be included in preparation of the Company Proxy Statement prior to transmission Statement, including Parent and Merger Subsidiary furnishing to the SEC or its staff and shall not transmit any such materials Company the information relating to which Parent reasonably objects. If at any time prior to the approval of this Agreement them required by the Company's stockholders there shall occur any event that is required 1934 Act and the rules and regulations promulgated thereunder to be set forth in an amendment or supplement to the Company Proxy Statement, (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the Company will promptly notify Parent thereof consummation of the transactions contemplated by this Agreement and prepare and mail to its stockholders (iii) in taking such amendment actions or supplement. Parent shall furnish to the Company making any such filings, furnishing information concerning itself and Purchaser for inclusion required in connection therewith or with the Company Proxy Statement as may reasonably be requested by the Company and required seeking timely to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicitobtain any such actions, if so requested by Parentconsents, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Mergerapprovals or waivers. (bd) Notwithstanding (x) any Adverse Recommendation Change, (y) the foregoing, if the number of Shares owned by Parent, Purchaser and any public proposal or announcement or other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions submission to the Company's obligations set forth Company or any of its Representatives of an Acquisition Proposal or (z) anything in Article VII shall have been satisfiedthis Agreement to the contrary, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, unless this Agreement is terminated in accordance with Section 253 its terms, the obligations of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, Company under this Section 8.02 shall continue in full force and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Mergereffect.

Company Proxy Statement. (a) Following consummation As promptly as practicable following the date of this Agreement, the Offer, if holding Company shall prepare a draft of the Company Stockholders' Meeting Proxy Statement. The Company shall provide Parent with a reasonable opportunity to review and comment on such draft, and once such draft is required by Law in order a form reasonably acceptable to effect each of Parent and the MergerCompany, the Company willshall file the Company Proxy Statement with the SEC. Each of the Company and Parent shall furnish all information concerning itself and its affiliates that is required to be included in the Company Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. (b) The Company shall use its commercially reasonable efforts to (i) respond to any comments on the Company Proxy Statement or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests, and (ii) cause the Company Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable following consummation the date of the Offer but in any event within fifteen (15) days thereafter, file a preliminary Company Proxy Statement with the SEC and will use reasonable efforts to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be mailed to the Company's stockholdersthis Agreement. The Company will shall promptly (A) notify Parent promptly of upon the receipt of, of any such comments or requests and will respond promptly to, any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information, and will supply (B) provide Parent with copies of all correspondence between the Company or any of and its representativesRepresentatives, on the one hand, and the SEC or and its staff, on the other hand, with respect to the Company Proxy Statement or the Merger. The Company shall give Parent an opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objects. If at any time prior to the approval Company Stockholders Meeting, any information relating to the Company, Parent or any of this Agreement their respective affiliates, officers or directors, should be discovered by the Company's stockholders there shall occur any event that is required to Company or Parent which should be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in so that the Company Proxy Statement as may reasonably be requested by the Company and shall not contain any untrue statement of a material fact or omit to state any material fact required to be included stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding anything to the contrary stated above, prior to responding to any comments or requests of the SEC or the filing or mailing of the Company Proxy Statement under applicable Law. The (or any amendment or supplement thereto), the Company (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Company Proxy Statement and related correspondence and filings and (y) shall include in the definitive such drafts, correspondence and filings all comments reasonably proposed by Parent. (c) The Company Proxy Statement shall recommend to its stockholders that they approve the recommendation set forth in Section 1.02(a) hereof REIT Merger and shall use all reasonable efforts to solicit, if so requested by Parent, from holders include the Company Board Recommendation unless the board of Common Stock proxies in favor directors of the Merger and this Agreement and take all other actions reasonably necessary orCompany has withdrawn, in modified or amended the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, Company Board Recommendation in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Merger5.4(d).

Company Proxy Statement. (a) Following consummation If the approval of the Offer, if holding of Merger by the Company Stockholders' Meeting Company’s shareholders is required by Law in order to effect applicable Law, as soon as practicable following the MergerOffer Closing, the Company will, as promptly as practicable following consummation of shall prepare and file the Offer but in any event within fifteen (15) days thereafter, file a preliminary Company Proxy Statement with the SEC SEC. Parent, Merger Sub and the Company will cooperate and consult with each other and use reasonable best efforts in the preparation of the Company Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Company Proxy Statement. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto, without providing Parent, Merger Sub and their counsel a reasonable opportunity to review and comment thereon (and such comments shall be reasonably considered by the Company). The Company shall use its reasonable best efforts to respond resolve, and each party agrees to any consult and cooperate with the other party and use reasonable best efforts in resolving, all SEC comments of with respect to the SEC or its staff Company Proxy Statement as promptly as practicable after receipt thereof and to cause the definitive Company Proxy Statement promptly in definitive form to be cleared by the SEC and mailed to the Company's stockholders’s shareholders as promptly as reasonably practicable following filing with the SEC. The Company will agrees to consult with Parent prior to responding to SEC comments with respect to the preliminary Company Proxy Statement. Each of Parent, Merger Sub and the Company agree to promptly correct any information provided by it for use in the Company Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and the Company shall promptly prepare and mail to its shareholders an amendment or supplement setting forth such correction. The Company shall, as soon as reasonably practicable, (i) notify Parent promptly of the receipt of, and will respond promptly to, of any comments from the SEC or its staff with respect to the Company Proxy Statement and any request by the SEC or its staff for amendments or supplements any amendment to the Company Proxy Statement or for additional information, information and will supply (ii) provide Parent with copies of all written correspondence between the Company or any of and its representativesRepresentatives, on the one hand, and the SEC or its staffSEC, on the other hand, with respect to the Company Proxy Statement or the Merger. The Company shall give Parent an opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objects. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur any event that is required to be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in the Company Proxy Statement as may reasonably be requested by the Company and required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Merger.

Company Proxy Statement. (a) Following consummation of the Offer, if holding of the Company Stockholders' Meeting is required by Law in order to effect the Merger, the Company will, as As promptly as practicable following consummation the date of this Agreement, the Company shall prepare a draft of the Offer but Company Proxy Statement. The Company shall provide Parent with a reasonable opportunity to review and comment on such draft, and once such draft is in any event within fifteen (15) days thereaftera form reasonably acceptable to each of Parent and the Company, the Company shall file a preliminary the Company Proxy Statement with the SEC SEC. Each of the Company and will Parent shall furnish all information concerning itself and its respective Affiliates that is required to be included in the Company Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. (b) The Company shall use its commercially reasonable efforts to (i) respond to any comments of on the SEC or its staff and to cause the definitive Company Proxy Statement promptly or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests, and (ii) cause the Company Proxy Statement to be mailed to the Company's stockholdersstockholders of the Company as promptly as practicable after the date of this Agreement. The Company will shall promptly (A) notify Parent promptly of upon the receipt of, of any such comments or requests and will respond promptly to, any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information, and will supply (B) provide Parent with copies of all correspondence between the Company or any of and its representativesRepresentatives, on the one hand, and the SEC or and its staff, on the other hand, with respect to the Company Proxy Statement or the Merger. The Company shall give Parent an opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objects. If at any time prior to the approval Company Stockholders Meeting, any information relating to the Company, Parent or any of this Agreement their respective Affiliates or Representatives should be discovered by the Company's stockholders there shall occur any event that is required to Company or Parent which should be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in so that the Company Proxy Statement as may reasonably be requested by the Company and shall not contain any untrue statement of a material fact or omit to state any material fact required to be included stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to responding to any comments or requests of the SEC or the filing or mailing of the Company Proxy Statement under applicable Law. The (or any amendment or supplement thereto), the Company (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Company Proxy Statement and related correspondence and filings and (y) shall include in the definitive such drafts, correspondence and filings all comments reasonably proposed by Parent. (c) The Company Proxy Statement shall include the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders Company Board Recommendation unless the board of Common Stock proxies in favor directors of the Merger and this Agreement and take all other actions reasonably necessary orCompany (or any Authorized Committee) has withdrawn, in modified or amended the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, Company Board Recommendation in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Merger5.4(d).

Company Proxy Statement. (a) Following consummation If the adoption of this Agreement by the Offer, if holding of the Company Stockholders' Meeting Company’s shareholders is required by any Law in order to effect consummate the Merger, then promptly following the later of (i) the Offer Acceptance Time, and (ii) the expiration of any subsequent offering period, the Company willshall use commercially reasonable efforts to prepare a draft of the Company Proxy Statement. Parent shall provide the Company with any information that may be required in connection with the preparation and filing of the Company Proxy Statement and any updates to such information, as promptly as practicable following consummation appropriate. The Company shall provide Parent with a reasonable opportunity to review and comment on such draft, and once such draft is in a form reasonably acceptable to each of Parent and the Offer but in any event within fifteen (15) days thereafterCompany, the Company shall file a preliminary the Company Proxy Statement with the SEC and will SEC. (b) The Company shall use its reasonable best efforts to (i) respond to any comments of on the SEC or its staff and to cause the definitive Company Proxy Statement promptly or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests and (ii) cause the Company Proxy Statement to be mailed to the Company's stockholders. The Company will notify Parent promptly shareholders of the receipt of, Company as promptly as practicable upon request of Parent and will respond promptly to, any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to clearance of the Company Proxy Statement by the SEC. The Company shall promptly (A) notify Parent upon the receipt of any such comments or for additional information, requests and will supply (B) provide Parent with copies of all correspondence between the Company or any of and its representativesRepresentatives, on the one hand, and the SEC or and its staff, on the other hand, with respect to the extent such correspondence relates to the Company Proxy Statement Statement. Before responding to any such comments or requests or the Merger. The filing or mailing of the Company Proxy Statement, the Company (x) shall give provide Parent an with a reasonable opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in drafts of the Company Proxy Statement prior to transmission to the SEC or its staff and related correspondence and filings and (y) shall not transmit any include in such materials to which Parent drafts, correspondence and filings all comments reasonably objects. If at any time prior to the approval of this Agreement proposed by the Company's stockholders there shall occur any event that is required to be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in the Parent. (c) The Company Proxy Statement as may reasonably be requested by shall include the Company and required to be included in Board Recommendation unless the Company Proxy Statement under applicable Law. The Board has withdrawn, modified or amended the Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, Board Recommendation in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the MergerAgreement.

Company Proxy Statement. (a) Following consummation of the Offer, if holding of the Company Stockholders' Meeting is required by Law in order to effect the Merger, the Company will, as promptly As soon as practicable following consummation the date of the Offer but this Agreement (and in any event within fifteen (15) days thereafterBusiness Days after the date hereof), the Company shall prepare and file a preliminary Company Proxy Statement with the SEC a preliminary proxy statement (as amended and will use reasonable efforts to respond to any comments of the SEC or its staff and to cause including the definitive form thereof, the “Proxy Statement”) for use in connection with the solicitation of proxies for use at the Company Proxy Statement promptly Stockholders Meeting to be mailed to obtain the Company's stockholdersRequisite Stockholder Approval. The Company will notify Parent promptly shall thereafter prepare and file with the SEC a definitive Proxy Statement, and shall cause the mailing of the receipt ofdefinitive Proxy Statement to the stockholders of the Company, and will respond promptly to, any (i) if the Company receives comments from the SEC with respect to the preliminary Proxy Statement, as soon as practicable following clearance by the SEC with respect to such comments, or its staff (ii) if the Company does not receive comments from the SEC with respect to the preliminary Proxy Statement, as soon as practicable following the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act. The Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act, Delaware Law and the rules of the Nasdaq. Parent shall furnish all information concerning Parent and Merger Sub as the Company may reasonably request in connection with the preparation of the Proxy Statement and the filing thereof with the SEC. The Company shall advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for amendments an amendment or supplements revisions to the Company Proxy Statement Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional informationinformation in connection therewith, and will supply shall provide Parent with copies of all correspondence between the Company or any of its advisors or representatives, on the one hand, and the SEC SEC, or its staffstaff or any other government officials, on the other hand, with respect to the Company Proxy Statement or the Merger. The Company shall give Parent an opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objectsStatement. If at any time prior to the approval Company Stockholders Meeting, any information relating to the Company or Parent, or any of this Agreement their respective directors, officers or Affiliates, should be discovered by the Company's stockholders there shall occur any event that is required to Company or Parent which should be set forth in an amendment or supplement to the Company Proxy StatementStatement so that the Proxy Statement does not include any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will party which discovers such information shall promptly notify Parent thereof the other party or parties hereto, as the case may be, and prepare and mail to its stockholders such an appropriate amendment or supplement. Parent shall furnish supplement to the Company Proxy Statement describing such information concerning itself shall be promptly prepared and Purchaser for inclusion in filed with the Company Proxy Statement as may reasonably be requested by SEC and, to the Company and required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders extent required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoingApplicable Law, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions disseminated to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, in accordance with Section 253 . Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or SEC with respect thereto, the Company shall give Parent, Merger Sub and their counsel a reasonable opportunity to which Parent then has the right review and comment on such document or response and shall give due consideration to voteall reasonable additions, to be voted in favor of the approval deletions or changes suggested thereto by Parent, Merger Sub and adoption of this Agreement and the approval of the Mergertheir counsel.

Company Proxy Statement. (a) Following consummation of the Offer, if holding of the Company Stockholders' Meeting is required by Law in order to effect the Merger, the Company will, as As promptly as reasonably practicable following consummation of the Offer but (and in any event within fifteen (15) days thereafter15 Business Days after the date hereof), the Company shall prepare and file a preliminary the Company Proxy Statement with the SEC and will SEC. The Company shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be cleared by the SEC as soon as reasonably practicable after the date hereof and to be mailed to the Company's stockholdersits shareholders as promptly as practicable thereafter. The Company will notify shall cause the Company Proxy Statement, and any amendments or supplements thereto, to comply in all material respects with the rules and regulations promulgated by the SEC under the 1934 Act; provided that no covenant is made by the Company with respect to information provided by Parent promptly or Merger Subsidiary or any of their Representatives specifically for use or incorporation by reference in the Company Proxy Statement. The Company shall include in the Company Proxy Statement (i) subject to the consent of the receipt ofCompany Financial Advisor, the written opinion of the Financial Advisor referred to in Section 4.22, and will respond promptly to(ii) unless an Adverse Recommendation Change shall have occurred, the Company Board Recommendation. (b) Parent and its counsel shall be given a reasonable opportunity to review and comment on the Company Proxy Statement (including the preliminary and definitive versions thereof) before the Company Proxy Statement (or any amendment thereto) is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company shall provide Parent and its counsel with (i) any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information, and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement promptly after receipt of those comments or the Merger. The Company shall give Parent an other communications and (ii) a reasonable opportunity to review participate in the Company’s response to those comments and comment to provide comments on any correspondence such response (to which reasonable and good faith consideration shall be given), including by participating with the SEC Company or its staff counsel in any substantive discussions or meetings with the SEC. (c) Each of the Company and Parent will advise the other party, promptly after it receives notice thereof, of any proposed materials to be included in request by the SEC for amendment of the Company Proxy Statement prior to transmission to or comments thereon and responses thereto or requests by the SEC or its staff and shall not transmit any such materials to which Parent reasonably objectsfor additional information. If If, at any time prior to the approval Effective Time, any information relating to the Company or Parent, or any of this Agreement their respective Affiliates, officers or directors should be discovered by the Company's stockholders there shall occur any event Company or Parent that is required to should be set forth in an amendment or supplement to the Company Proxy StatementStatement so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will party hereto that discovers such information shall promptly notify Parent thereof the other parties hereto and prepare and mail to its stockholders such an appropriate amendment or supplement. Parent supplement describing such information shall furnish be promptly filed with the SEC and, to the Company such information concerning itself and Purchaser for inclusion in the Company Proxy Statement as may reasonably be requested by the Company and required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders extent required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoingApplicable Law, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions disseminated to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company. (d) Notwithstanding (x) any Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of an Acquisition Proposal or (z) anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 253 its terms, the obligations of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, Company under this Section 8.03 shall continue in full force and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Mergereffect.

Company Proxy Statement. (a) Following consummation of the Offer, if holding of the Company Stockholders' Meeting is required by Law in order to effect the Merger, the Company will, as As promptly as reasonably practicable following consummation of the Offer but (and in any event within fifteen (15) days thereafter15 Business ‎Days after the date hereof), the Company shall prepare and file a preliminary the Company ‎Proxy Statement with the SEC. The Company shall use its reasonable best efforts ‎to cause the Company Proxy Statement with to be cleared by the SEC as soon as ‎reasonably practicable after the date hereof and will use reasonable efforts to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be mailed to the Company's stockholdersits shareholders as ‎promptly as practicable thereafter. The Company will notify shall cause the Company Proxy Statement, and any amendments or ‎supplements thereto, to comply in all material respects with the rules and regulations ‎promulgated by the SEC under the 1934 Act; provided that no covenant is made by the Company with respect to information provided by Parent promptly or Merger Subsidiary or any of their Representatives specifically for use or incorporation by reference in the Company Proxy Statement. The Company shall include in the ‎Company Proxy Statement (i) subject to the consent of the receipt ofCompany Financial Advisor, the ‎written opinion of the Financial Advisor referred to in ‎Section 4.22, and will respond promptly to(ii) unless ‎an Adverse Recommendation Change shall have occurred, the Company Board ‎Recommendation. (b) Parent and its counsel shall be given a reasonable opportunity to ‎review and comment on the Company Proxy Statement (including the preliminary ‎and definitive versions thereof) before the Company Proxy Statement (or any ‎amendment thereto) is filed with the SEC, and the Company shall give reasonable ‎and good faith consideration to any comments made by Parent and its counsel. ‎The Company shall provide Parent and its counsel with (i) any comments or other ‎communications, whether written or oral, that the Company or its counsel may ‎receive from time to time from the SEC or its staff with respect to the Company ‎Proxy Statement promptly after receipt of those comments or other ‎communications and (ii) a reasonable opportunity to participate in the Company’s ‎response to those comments and to provide comments on such response (to which ‎reasonable and good faith consideration shall be given), including by participating ‎with the Company or its counsel in any substantive discussions or meetings with the SEC‎. (c) Each of the Company and Parent will advise the other party, ‎promptly after it receives notice thereof, of any request by the SEC or its staff for amendments or supplements to ‎amendment of the Company Proxy Statement or comments thereon and responses ‎thereto or requests by the SEC for additional information. If, and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement or the Merger. The Company shall give Parent an opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objects. If at any time prior to ‎the Effective Time, any information relating to the approval Company or Parent, or any of this Agreement ‎their respective Affiliates, officers or directors should be discovered by the Company's stockholders there shall occur any event ‎Company or Parent that is required to should be set forth in an amendment or supplement to the Company ‎Company Proxy StatementStatement so that such documents would not include any ‎misstatement of a material fact or omit to state any material fact necessary to ‎make the statements therein, in light of the circumstances under which they were ‎made, not misleading, the Company will promptly party hereto that discovers such information shall ‎promptly notify Parent thereof the other parties hereto and prepare and mail to its stockholders such an appropriate amendment or supplement. Parent ‎supplement describing such information shall furnish be promptly filed with the SEC and, ‎to the extent required by Applicable Law, disseminated to the stockholders of the ‎Company‎. (d) Notwithstanding (x) any Adverse Recommendation Change, (y) the ‎public proposal or announcement or other submission to the Company such information concerning itself and Purchaser for inclusion or any of its ‎Representatives of an Acquisition Proposal or (z) anything in the Company Proxy Statement as may reasonably be requested by the Company and required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary orto ‎the contrary, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, unless this Agreement is terminated in accordance with Section 253 its terms, the ‎obligations of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted Company under this ‎Section 8.03 shall continue in favor of the approval and adoption of this Agreement and the approval of the Merger.full force ‎and effect‎.

Company Proxy Statement. (a) Following consummation of the Offer, if holding of the Company Stockholders' Meeting is required by Law in order to effect the Merger, the Company will, as As promptly as reasonably practicable following consummation of the Offer but (and in any event within fifteen (15) days thereafter20 Business Days after the date hereof), file a the Company shall prepare and file, in preliminary form, the Company Proxy Statement with the SEC and will SEC. The Company shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be cleared by the SEC as soon as reasonably practicable after the date hereof and to be mailed to the Company's stockholdersits stockholders as promptly as practicable thereafter. The Company will notify Parent promptly of shall use its reasonable best efforts to ensure that the receipt ofCompany Proxy Statement, and will respond promptly toany amendments or supplements thereto, comply in all material respects with the rules and regulations promulgated by the SEC under the Exchange Act. (b) Purchaser and its counsel shall be given a reasonable opportunity to review and comment on the Company Proxy Statement before the Company Proxy Statement (or any amendment thereto) is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Purchaser and its counsel. The Company shall provide Purchaser and its counsel with (i) any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information, and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the Merger. Company’s response to those comments and to provide comments on such response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (c) The Company and Purchaser shall give Parent an opportunity to review and comment on any correspondence cooperate with one another (i) in connection with the SEC or its staff or any proposed materials to be included in preparation of the Company Proxy Statement prior to transmission to the SEC and (ii) in taking such actions or its staff and shall not transmit making any such materials to which Parent reasonably objects. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur any event that is filings, furnishing information required to be set forth in an amendment or supplement to connection with the Company Proxy Statement. (d) Notwithstanding (i) any Company Adverse Recommendation Change, (ii) the Company will promptly notify Parent thereof and prepare and mail to its stockholders such amendment public proposal or supplement. Parent shall furnish announcement or other submission to the Company such information concerning itself and Purchaser for inclusion or any of its Representatives of an Acquisition Proposal or (iii) anything in the Company Proxy Statement as may reasonably be requested by the Company and required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfiedcontrary, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, unless this Agreement is terminated in accordance with Section 253 its terms, the obligations of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, Company under this Section 7.03 shall continue in full force and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Mergereffect.

Company Proxy Statement. (a) Following consummation As promptly as reasonably practicable following the date of this Agreement, the Offer, if holding Company shall prepare a draft of the Company Stockholders' Meeting Proxy Statement. Parent shall provide the Company with any information that may be requested by the Company to the extent it is required by Law in order connection with the preparation and filing of the Company Proxy Statement and any updates to effect such information, as appropriate. The Company shall provide Parent with a reasonable opportunity to review and comment on such draft, and once such draft is in a form reasonably acceptable to each of Parent and the MergerCompany, the Company will, as promptly as practicable following consummation of shall file the Offer but in any event within fifteen (15) days thereafter, file a preliminary Company Proxy Statement with the SEC SEC. (b) The Company agrees that none of the information included or incorporated by reference in the Company Proxy Statement will, at the date it is first mailed to the stockholders of the Company or at the time of any amendment or supplement thereof or at the time of the Company Stockholders Meeting (or any postponement or adjournment thereof), 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; provided, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein to the extent based on information supplied by or on behalf of Parent or Merger Sub or any Affiliate of Parent or Merger Sub in connection with the preparation of the Company Proxy Statement for inclusion or incorporation by reference therein. (c) Parent and will Merger Sub hereby agree that none of the information supplied by or on behalf of Parent or Merger Sub or any Affiliate of Parent or Merger Sub for inclusion or incorporation by reference in the Company Proxy Statement shall, at the date it is first mailed to the stockholders of the Company or at the time of any amendment or supplement thereof or at the time of the Company Stockholders Meeting (or any postponement or adjournment thereof), 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; provided, that no representation or warranty is made by either Parent or Merger Sub with respect to statements made or incorporated by reference therein to the extent based on information supplied by the Company or any Affiliate of the Company in connection with the preparation of the Company Proxy Statement for inclusion or incorporation by reference therein. (d) The Company shall use its reasonable best efforts to (i) respond to any comments of on the SEC or its staff and to cause the definitive Company Proxy Statement promptly or requests for additional information from the SEC as soon as reasonably practicable after receipt of any such comments or requests, (ii) cause the Company Proxy Statement to be mailed to the Company's stockholders. The Company will notify Parent promptly stockholders of the receipt of, Company as promptly as reasonably practicable following the date of this Agreement and will respond promptly to, any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to (iii) cause the Company Proxy Statement to comply with all applicable forms, rules and regulations of the SEC and all other applicable Laws. The Company shall promptly (A) notify Parent upon the receipt of any such comments or for additional information, requests and will supply (B) provide Parent with copies of all correspondence between the Company or any of and its representativesRepresentatives, on the one hand, and the SEC or and its staff, on the other hand, with respect to the extent such correspondence relates to the Company Proxy Statement Statement. Before responding to any such comments or requests or the Merger. The filing or mailing of the Company Proxy Statement, the Company (x) shall give provide Parent an with a reasonable opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in drafts of the Company Proxy Statement prior to transmission to and related correspondence and filings and (y) shall include in such drafts, correspondence and filings all comments reasonably proposed by Parent. (e) The Company Proxy Statement shall include the SEC or its staff and shall not transmit any such materials to which Parent reasonably objects. If Company Board Recommendation unless the Company Board has effected a Company Board Recommendation Change in accordance with this Agreement. (f) If, at any time prior to the approval Company Stockholders Meeting, any information relating to Parent, Merger Sub or the Company or any of this Agreement their respective Affiliates is discovered by Parent or the Company's stockholders there shall occur any event Company that is required to should be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail Statement so that such document would not include any misstatement of a material fact or omit to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in the Company Proxy Statement as may reasonably be requested by the Company and state any material fact required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably stated therein or necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect make the Merger. (b) Notwithstanding the foregoingstatements therein, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation in light of the Offercircumstances under which they are made, shall constitute at least ninety not misleading, the Party discovering this information shall, as promptly as practical (90%and in any event within twenty-four (24) percent of hours), notify the outstanding Sharesother Parties and, and so long as all other conditions to the Company's obligations set forth in Article VII extent required by Law, Parent and the Company shall have been satisfiedcause an appropriate amendment or supplement describing this information, as promptly as practicable, to be filed with the parties shall take all necessary and appropriate action SEC and, to cause the Merger extent required by Law or the SEC, disseminated to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Merger.

Company Proxy Statement. (a) Following consummation As promptly as practicable and in any event within ten Business Days following the date of this Agreement, the Offer, if holding Company shall prepare and file with the SEC a preliminary copy of the Company Stockholders' Proxy Statement. Parent shall provide the Company with any information with respect to itself and its Subsidiaries that may be reasonably requested by the Company for inclusion in the Company Proxy Statement and any updates to such information, as appropriate. The Company shall provide Parent with a reasonable opportunity to review and comment on such preliminary copy prior to filing with the SEC. (b) The Company agrees that (i) the Company Proxy Statement will not, at the date it is first mailed to the stockholders of the Company or at the time of the Company Stockholders Meeting is or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required by Law to be stated therein or necessary in order to effect make the Mergerstatements therein, in light of the circumstances under which they are made, not misleading; provided, that no representation or warranty is made by the Company will(and the foregoing shall not apply) with respect to statements made or incorporated by reference therein to the extent based on information supplied by or on behalf of Parent or Merger Sub or any Affiliate of Parent or Merger Sub in connection with the preparation of the Company Proxy Statement for inclusion or incorporation by reference therein and (ii) the Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. (c) Parent and Merger Sub hereby covenant and agree that none of the information supplied by or on behalf of Parent or Merger Sub or any Affiliate of Parent or Merger Sub for inclusion or incorporation by reference in the Company Proxy Statement shall, at the date it is first mailed to the stockholders of the Company or at the time of the Company Stockholders Meeting or at the time of any amendment or supplement thereof, 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; provided, that no representation or warranty is made by either Parent or Merger Sub (and the foregoing shall not apply) with respect to statements made or incorporated by reference therein to the extent based on information supplied by the Company or any Affiliate of the Company in connection with the preparation of the Company Proxy Statement for inclusion or incorporation by reference therein. (d) The Company shall use its reasonable best efforts to (i) respond to any comments on the Company Proxy Statement or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests and (ii) cause the Company Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable following consummation the clearance of the Offer but in any event within fifteen (15) days thereafter, file a preliminary Company Proxy Statement with the SEC and will use reasonable efforts to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be mailed to the Company's stockholders. The Company will notify Parent promptly of the receipt of, and will respond promptly to, any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement by the SEC. The Company shall promptly (A) notify Parent upon the receipt of any such comments or for additional information, requests and will supply (B) provide Parent with copies of all correspondence between the Company or any of and its representativesRepresentatives, on the one hand, and the SEC or and its staff, on the other hand, with respect to the extent such correspondence relates to the Company Proxy Statement Statement. Before responding to any such comments or requests or the Merger. The filing or mailing of the Company Proxy Statement, the Company (x) shall give provide Parent an with a reasonable opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in drafts of the Company Proxy Statement prior to transmission to the SEC (including any amendments or its staff supplements thereto) and related correspondence and filings and (y) shall not transmit any include in such materials to which Parent drafts, correspondence and filings all comments reasonably objects. If at any time prior to the approval of this Agreement proposed by the Company's stockholders there shall occur any event that is required to be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in the Parent. (e) The Company Proxy Statement as may reasonably be requested by shall include the Company and required to be included in Board Recommendation unless the Company Proxy Statement under applicable Law. The Company shall include Board has effected a Change of Recommendation in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(acompliance with Sections 5.4(d) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger(e). (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Merger.

Company Proxy Statement. (a) Following consummation As promptly as practicable, using commercially reasonable efforts to do so within ten Business Days following the date of the Offer, if holding this Agreement (subject to timely receipt from Parent of the Company Stockholders' Meeting is any information required by Law in order of Parent or Merger Sub to effect the Mergerbe included therein), the Company will, as promptly as practicable shall prepare and cause to be filed with the SEC preliminary proxy materials to obtain the Required Company Stockholder Vote. Promptly following consummation the later of (i) receipt and resolution of SEC comments thereon or (ii) the expiration of the Offer but 10-day waiting period provided in any event within fifteen (15Rule 14a-6(a) days thereafterpromulgated under the Exchange Act, the Company shall file a preliminary Company Proxy Statement definitive proxy materials with the SEC and will use reasonable efforts to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be mailed to the Company's its stockholders. The Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities in connection with the Merger (or as required or appropriate to facilitate the Merger) to (x) comply as to form in all material respects with all applicable SEC requirements and (y) otherwise comply in all material respects with all applicable Legal Requirements related thereto. Prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC or any other Governmental Body (including, without limitation, any amendment or supplement to the definitive proxy materials), the Company shall provide Parent and Parent’s counsel with reasonable opportunity to review and shall use good faith efforts to include in such filings all comments reasonably proposed by Parent or Parent’s counsel. (b) The Company will notify Parent promptly of the receipt of, and will respond promptly to, of any comments from the SEC or its staff (or of notice of the SEC’s intent to review the Proxy Statement) and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Company Proxy Statement or any other filing or for additional informationadditional/supplemental information within one Business Day, and will promptly supply Parent with copies of all correspondence between the Company or any of its representativesRepresentatives, on the one hand, and the SEC SEC, or its staffstaff or any other government officials, on the other hand, with respect to the Company Proxy Statement or the Mergerother filing. The Company shall give provide Parent an with reasonable opportunity to review and comment on any correspondence with written response to the SEC SEC, or its staff or any proposed materials to be included other government officials in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objectsadvance. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur Whenever any event occurs that is required to be set forth in an amendment or supplement to the Company Proxy StatementStatement or any other filing, the Company will shall promptly notify inform Parent thereof of such occurrence, provide Parent with reasonable opportunity to review and prepare and mail to its stockholders comment on any such amendment or supplement. Parent supplement in advance, and shall furnish cooperate in promptly filing with the SEC or its staff or any other government officials, and/or, to the Company such information concerning itself and Purchaser for inclusion in the Company Proxy Statement as may reasonably be requested by the Company and required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicitextent required, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions mailing to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent such amendment or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Mergersupplement.

Company Proxy Statement. (a) Following consummation As promptly as practicable following the date of this Agreement, the Offer, if holding Company shall prepare a draft of the Company Stockholders' Proxy Statement. Parent shall provide the Company with any information that may be required in connection with the preparation and filing of the Company Proxy Statement. The Company shall provide Parent with a reasonable opportunity to review and comment on such draft, and once such draft is in a form reasonably acceptable to each of Parent and the Company, the Company shall file the Company Proxy Statement with the SEC. (b) The Company hereby covenants and agrees that none of the information included or incorporated by reference in the Company Proxy Statement will, at the date it is first mailed to the stockholders of the Company or at the time of the Company Stockholders Meeting is or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required by Law to be stated therein or necessary in order to effect make the Mergerstatements therein, in light of the circumstances under which they are made, not misleading; provided, however, that no covenant is made by the Company with respect to statements made or incorporated by reference therein to the extent based on information supplied by Parent or Merger Sub or any Affiliate of Parent or Merger Sub in connection with the preparation of the Proxy Statement for inclusion or incorporation by reference therein. Parent and Merger Sub hereby covenant and agree that none of the information supplied by Parent or Merger Sub or any Affiliate of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of the Company or at the time of the Company Stockholders Meeting or at the time of any amendment or supplement thereof, 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; provided, however, that no covenant is made by either Parent or Merger Sub with respect to statements made or incorporated by reference therein to the extent based on information supplied by the Company or any Affiliate of the Company in connection with the preparation of the Proxy Statement for inclusion or incorporation by reference therein. (c) The Company shall use reasonable best efforts to (i) respond to any comments on the Company Proxy Statement or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests and (ii) cause the Company Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable following consummation the date of the Offer but in any event within fifteen (15) days thereafter, file a preliminary Company Proxy Statement with the SEC and will use reasonable efforts to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be mailed to the Company's stockholdersthis Agreement. The Company will shall promptly (A) notify Parent promptly of upon the receipt of, of any such comments or requests and will respond promptly to, any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information, and will supply (B) provide Parent with copies of all correspondence between the Company or any of and its representativesRepresentatives, on the one hand, and the SEC or and its staff, on the other hand, with respect . Prior to responding to any such comments or requests or the filing or mailing of the Company Proxy Statement or Statement, the Merger. The Company (x) shall give provide Parent an with a reasonable opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in drafts of the Company Proxy Statement prior to transmission to the SEC or its staff and related correspondence and filings and (y) shall not transmit any such materials to which Parent reasonably objects. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur any event that is required to be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser consider for inclusion in such drafts, correspondence and filings all comments reasonably proposed by Parent. (d) Subject to Section 5.4, the Company Proxy Statement as may reasonably be requested by shall include the Company and required to be included in Board Recommendation unless the Board of Directors of the Company Proxy Statement under applicable Law. The or the Special Committee has withdrawn, modified or amended the Company shall include in Board Recommendation or the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, Special Committee Recommendation in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the MergerAgreement.

Company Proxy Statement. (a) Following consummation As promptly as practicable following the date of this Agreement, the Offer, if holding Company shall prepare a draft of the Company Stockholders' Meeting Proxy Statement. The Company shall provide Parent with a reasonable opportunity to review and comment on such draft, and once such draft is required by Law in order a form reasonably acceptable to effect each of Parent and the MergerCompany, the Company willshall file the Company Proxy Statement with the SEC. Each of the Company and Parent shall furnish all information concerning itself and its affiliates that is required to be included in the Company Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. (b) The Company shall use its commercially reasonable efforts to (i) respond to any comments on the Company Proxy Statement or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests, (ii) have the Company Proxy Statement declared effective under the Securities Act as promptly as practicable following consummation the date of this Agreement and (iii) cause the Offer but in any event within fifteen (15) days thereafter, file a preliminary Company Proxy Statement with the SEC and will use reasonable efforts to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be mailed to the Company's stockholdersstockholders of the Company as promptly as practicable following the date of this Agreement. The Company will shall promptly (A) notify Parent promptly of upon the receipt of, of any such comments or requests and will respond promptly to, any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information, and will supply (B) provide Parent with copies of all correspondence between the Company or any of and its representativesRepresentatives, on the one hand, and the SEC or and its staff, on the other hand, with respect to the Company Proxy Statement or the Merger. The Company shall give Parent an opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objects. If at any time prior to the approval Company Stockholders Meeting, any information relating to the Company, Parent or any of this Agreement their respective affiliates, officers or directors, should be discovered by the Company's stockholders there shall occur any event that is required to Company or Parent which should be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in so that the Company Proxy Statement as may reasonably be requested by the Company and shall not contain any untrue statement of a material fact or omit to state any material fact required to be included stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding anything to the contrary stated above, prior to responding to any comments or requests of the SEC or the filing or mailing of the Company Proxy Statement under applicable Law. The (or any amendment or supplement thereto), the Company (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Company Proxy Statement and related correspondence and filings and (y) shall include in the definitive such drafts, correspondence and filings all comments reasonably proposed by Parent. (c) The Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts recommend to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and its stockholders that they adopt this Agreement and take all other actions reasonably necessary or, in include the reasonable opinion Company Board Recommendation unless the board of Purchaser, advisable to secure the approval directors of the Company's stockholders required by Company has withdrawn, modified or amended the DGCL in order to effect the Merger. (b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation of the Offer, shall constitute at least ninety (90%) percent of the outstanding Shares, and so long as all other conditions to the Company's obligations set forth in Article VII shall have been satisfied, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, Company Board Recommendation in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Merger5.4(d).

Company Proxy Statement. (a) Following consummation of the Offer, if holding of the Company Stockholders' Meeting is required by Law in order to effect the Merger, the Company will, as As promptly as practicable following consummation of the Offer but (and in any event within fifteen twenty (1520) days thereafterBusiness Days) following the date of this Agreement, the Company shall prepare and file with the SEC a preliminary draft of the Company Proxy Statement. The Company shall cause the Transaction Filings filed or furnished by the Company or its Subsidiaries to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of the NASDAQ Global Select Market. Parent shall provide to the Company all information concerning Parent and Merger Sub as may be reasonably requested by the Company in connection with the Company Proxy Statement and, to the extent reasonably requested by the Company, shall otherwise assist and cooperate with the Company in the preparation of the Company Proxy Statement and resolution of any comments referred to below. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall furnish to the Company the information relating to Parent and its Affiliates required by applicable Law (including the Exchange Act and the rules and regulations promulgated thereunder) to be set forth in the Company Proxy Statement. (b) The Company agrees that none of the information to be included or incorporated by reference in the Transaction Filings will, at the date filed with the SEC or the date it is first mailed to the stockholders of the Company or at the time of the Company Stockholders Meeting or at the time of any amendment or supplement thereof, 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; provided, however, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein to the extent based on information supplied by or on behalf of Parent or Merger Sub or any Affiliate of Parent or Merger Sub in connection with the preparation of the Company Proxy Statement for inclusion or incorporation by reference therein. Parent and will Merger Sub hereby covenant and agree that none of the information to be supplied by or on behalf of Parent or Merger Sub or any Affiliate of Parent or Merger Sub for inclusion or incorporation by reference in the Company Proxy Statement shall, at the date filed with the SEC or the date it is first mailed to the stockholders of the Company or at the time of the Company Stockholders Meeting or at the time of any amendment or supplement thereof, 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; provided, however, that no representation or warranty is made by either Parent or Merger Sub with respect to statements made or incorporated by reference therein to the extent based on information supplied by the Company or any Affiliate of the Company in connection with the preparation of the Company Proxy Statement for inclusion or incorporation by reference therein. (c) The Company shall use reasonable best efforts to (i) respond to any comments of on the Company Proxy Statement or requests for additional information from the SEC as soon as practicable after receipt of any such comments or its staff requests and to (ii) cause the definitive Company Proxy Statement promptly to be filed with the SEC and mailed to the Company's stockholders. The Company will notify Parent promptly stockholders of the receipt ofCompany as promptly as practicable following the resolution of any SEC comments; provided, and will respond promptly to, any comments from that the SEC or its staff and any request by the SEC or its staff for amendments or supplements Company shall not be required to mail the Company Proxy Statement prior to the later of (i) the Solicitation Period End-Date or for additional information, (ii) the end of any discussions with any Excluded Party as permitted pursuant to Section 5.4(b) (and will supply without regard to any subsequent discussions permitted pursuant to Section 5.4(c)). The Company shall promptly (A) notify Parent upon the receipt of any such comments or requests and (B) provide Parent with copies of all correspondence (and reasonable summaries of all oral comments or conversations) relating to the Company Proxy Statement between the Company or any of and its representativesRepresentatives, on the one hand, and the SEC or and its staff, on the other hand, with respect . Before responding to any such comments or requests or the filing or mailing of the Company Proxy Statement or Statement, the Merger. The Company shall give provide Parent an with a reasonable opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in drafts of the Company Proxy Statement prior to transmission to and related correspondence and filings (which comments by Parent shall be reasonably considered in good faith by the SEC or its staff and Company). (d) The Company Proxy Statement shall not transmit any such materials to which Parent reasonably objects. If include the Company Board Recommendation unless the Company Board has made a Company Adverse Recommendation Change in accordance with this Agreement. (e) If, at any time prior to the approval Effective Time, any information relating to Parent or the Company or any of this Agreement their respective Affiliates is discovered by Parent or the Company's stockholders there shall occur any event Company that is required to should be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail Statement so that such document would not include any untrue statement of a material fact or omit to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in the Company Proxy Statement as may reasonably be requested by the Company and state any material fact required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably stated therein or necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect make the Merger. (b) Notwithstanding the foregoingstatements therein, if the number of Shares owned by Parent, Purchaser and any other affiliate of Parent collectively, immediately following consummation in light of the Offercontext under which they are made, shall constitute at least ninety not misleading, the party discovering this information shall, as promptly as practical (90%and in any event within twenty-four (24) percent of hours), notify the outstanding Sharesother parties to this Agreement and, and so long as all other conditions to the Company's obligations set forth in Article VII extent required by Law, Parent and the Company shall have been satisfiedcause an appropriate amendment or supplement describing this information, as promptly as practicable, to be field with the parties shall take all necessary and appropriate action SEC and, to cause the Merger extent required by Law, disseminated to become effective as soon as possible after such acquisition, without the approval of the other stockholders of the Company, in accordance with Section 253 of the DGCL. Parent agrees to cause all Shares purchased pursuant to the Offer, and any other Shares owned by Purchaser, Parent or any affiliate of Parent or with respect to which Parent then has the right to vote, to be voted in favor of the approval and adoption of this Agreement and the approval of the Merger.