Common use of Company Special Meeting; Proxy Statement Clause in Contracts

Company Special Meeting; Proxy Statement. If required by applicable Law to consummate the Merger, the Company shall, in accordance with applicable Law and its certificate of incorporation and bylaws, duly call, give notice of, convene and hold a special meeting of the Company’s stockholders (including any adjournment or postponement thereof, the “Company Special Meeting”) as soon as practicable following Merger Sub’s acceptance of and payment for Shares pursuant to the Offer, for the purpose of considering adopting this Agreement. In connection with the Company Special Meeting, as soon as practicable following Merger Sub’s acceptance of and payment for Shares pursuant to the Offer, the Company shall prepare with Parent and file with the SEC a Proxy Statement and furnish the information required to be provided to the stockholders of the Company pursuant to the DGCL and any other applicable Laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if it shall have become false or misleading in any material respect or as otherwise required by applicable Law. The Company further agrees to take all steps necessary to cause the Proxy Statement as so amended or supplemented to be filed with the SEC and disseminated to holders of Shares to the extent required by applicable Laws. The Company agrees to provide Parent and its counsel any comments or 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 Proxy Statement promptly after receipt of such comments or communications. Parent and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent and its counsel.

Company Special Meeting; Proxy Statement. If required by applicable Law to consummate the Merger, the Company shall, in accordance with applicable Law and its certificate of incorporation and bylaws, duly call, give notice of, convene and hold a special meeting of the Company’s stockholders (including any adjournment or postponement thereof, the “Company Special Meeting”) as soon as practicable following Merger Sub’s acceptance of and payment for Shares pursuant to the Offer, for the purpose of considering adopting this Agreement. In connection with the Company Special Meeting, as soon as practicable following Merger Sub’s acceptance of and payment for Shares pursuant to the Offer, the Company shall prepare with Parent and file with the SEC a proxy statement (together with all amendments and supplements thereto, the “Proxy Statement Statement”) relating to the Merger and this Agreement and furnish the information required to be provided to the stockholders of the Company pursuant to the DGCL and any other applicable Laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if it shall have become false or misleading in any material respect or as otherwise required by applicable Law. The Company further agrees to take all steps necessary to cause the Proxy Statement as so amended or supplemented to be filed with the SEC and disseminated to holders of Shares to the extent required by applicable Laws. The Company agrees to provide Parent and its counsel any comments or 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 Proxy Statement promptly after receipt of such comments or communications. Parent and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent and its counsel.

Company Special Meeting; Proxy Statement. If required by applicable Law to consummate the Merger, the (a) The Company shall, in accordance with applicable Law and its certificate of incorporation and bylawsthe Company Charter Documents, duly call, give notice of, convene and hold a special meeting of the Company’s stockholders 's shareholders (including any adjournment or postponement thereof, the “"Company Special Meeting”") as soon as practicable following Merger Sub’s acceptance of and payment for Shares pursuant to the Offer, date hereof solely for the purpose of considering adopting obtaining the Company Shareholder Approval. Notwithstanding anything to the contrary contained in this Agreement. , the Company shall not be required to hold the Company Special Meeting if this Agreement is validly terminated in accordance with Section 8.1. (b) In connection with the Company Special Meeting, the Company shall prepare a proxy statement (as amended and supplemented from time to time, the "Proxy Statement") relating to the Merger and this Agreement and shall use commercially reasonable efforts to cause the preliminary Proxy Statement to be filed with the SEC no later than the fifteenth Business Day immediately following the date of this Agreement. Parent shall promptly provide to the Company any information concerning itself and its Affiliates required for inclusion in the Proxy Statement and shall promptly provide such other information or assistance in the preparation thereof as may be reasonably requested by the Company and, after consulting with Parent, the Company shall promptly file the preliminary Proxy Statement with the SEC. The Company shall use its reasonable best efforts to (i) respond to any comments on the Proxy Statement or requests for additional information from the SEC as soon as practicable following Merger Sub’s acceptance after receipt of any such comments or requests and payment for Shares pursuant (ii) cause the Proxy Statement to be mailed to the Offer, the Company shall prepare with Parent and file with the SEC a Proxy Statement and furnish the information required to be provided to the stockholders shareholders of the Company pursuant to as promptly as practicable after the DGCL Proxy Statement is cleared by the SEC. The Company shall promptly (A) notify Parent upon the receipt of any such comments or requests and any other applicable Laws. (B) provide Parent with copies of all correspondence between the Company and Merger Subits Representatives, on the one hand, and the CompanySEC and its staff, on the other hand, agree relating to the Proxy Statement. Prior to responding to any such comments or requests or the filing or mailing of the Proxy Statement, the Company (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings and (y) shall include in such drafts, correspondence and filings all comments reasonably proposed by Parent. Prior to the time of obtaining the Company Shareholder Approval, each of the Company, Parent and Sub shall correct promptly correct any information provided by it for use to be used specifically in the Proxy Statement if it that shall have become false or misleading in any material respect or as otherwise required by applicable Law. The respect, and the Company further agrees to take all steps necessary to cause shall, in accordance with the Proxy Statement as so amended or supplemented to be filed procedures set forth in this Section 6.7(b), prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and disseminated to holders of Shares to the extent required by applicable Laws. The Company agrees Law, cause such amendment or supplement to provide Parent and its counsel any comments or 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 be distributed to the Proxy Statement promptly after receipt shareholders of such comments or communications. Parent and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent and its counselCompany.