Common use of Company Stockholder Approval; Proxy Statement Clause in Contracts

Company Stockholder Approval; Proxy Statement. (a) The Company shall call a meeting of its stockholders (the "Company Meeting") for the purpose, among others, of voting upon the issuance (the "Issuance") of the Shares, the Special Warrants and the Warrants to Purchaser (the "Company Meeting Proposal"). (b) The Company will prepare and file with the SEC a proxy statement relating to the Company Meeting (as amended or supplemented and including documents incorporated by reference therein, the "Proxy Statement") and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be cleared by the SEC. The Company shall notify Purchaser of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Purchaser and its counsel 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 Proxy Statement. The Company shall give Purchaser and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Purchaser and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company and Purchaser agrees to use its reasonable best efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC. After the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company. If at any time prior to the Company Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will prepare and mail to its stockholders such an amendment or supplement. (c) The Proxy Statement will not, at the date mailed to the Company's stockholders and at the date of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information concerning Purchaser or its Affiliates supplied in writing by Purchaser or any of its Affiliates specifically for inclusion in the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. (d) Subject to Section 8.02(b), the Board of Directors of the Company shall recommend that the Company's stockholders approve the Company Meeting Proposal and the Company shall use its best efforts to obtain the necessary approvals by its stockholders of the Company Meeting Proposal. SECTION 8.06

Company Stockholder Approval; Proxy Statement. (a) The If approval or action in respect of the Merger by the stockholders of the Company is required by applicable law, the Company shall (i) if appropriate, call a meeting of its stockholders (the "Company Stockholder Meeting") for the purpose, among others, purpose of voting upon the issuance (the "Issuance") Merger and shall use its reasonable best efforts to obtain stockholder approval of the SharesMerger, (ii) hold the Special Warrants Stockholder Meeting as soon as practicable following the purchase of shares of Common Stock pursuant to the Offer, and (iii) recommend to its stockholders the Warrants approval of the Merger through its Board of Directors, but subject in each case to Purchaser (the "Company fiduciary duties of its Board of Directors under applicable law as determined by the Board of Directors in good faith after consultation with Skadden, Arps, Slate, Meagxxx & Xlom. Xxe record date for the Stockholder Meeting Proposal")shall be a date subsequent to the date Parent or Sub becomes a record holder of Common Stock purchased pursuant to the Offer. (b) The If required by applicable law, the Company will will, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement or, if applicable, an Information Statement with the SEC a proxy statement relating with respect to the Company Stockholder Meeting (as amended or supplemented and including documents incorporated by reference therein, the "Proxy Statement") and shall will use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be cleared by the SEC. The Company shall will notify Purchaser Parent of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall will supply Purchaser and its counsel 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 Proxy StatementStatement or the Merger. The Company shall give Purchaser Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Purchaser Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company and Purchaser Parent agrees to use its reasonable best efforts, after consultation with the other party parties hereto, to respond promptly to all such comments of and requests by the SEC. After As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company. If at any time prior to the Company Meeting approval of this Agreement by the Company's stockholders there shall occur any event that should be set forth in an 17 21 amendment or supplement to the Proxy Statement, the Company will prepare and mail to its stockholders such an amendment or supplement. (c) The Proxy Statement will not, at the date mailed to the Company's stockholders and at the date of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information concerning Purchaser or its Affiliates supplied in writing by Purchaser or any of its Affiliates specifically for inclusion in the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. (d) Subject to Section 8.02(b), the Board of Directors of the Company shall recommend that the Company's stockholders approve the Company Meeting Proposal and the Company shall use its reasonable best efforts to obtain the necessary approvals by its stockholders of the Company Meeting ProposalMerger, this Agreement and the transactions contemplated hereby. SECTION 8.06(d) Parent agrees, subject to applicable law, to cause all shares of Common Stock purchased pursuant to the Offer and all other shares of Common Stock owned by Sub or any other Subsidiary or affiliate of Parent to be voted in favor of the approval of the Merger. Section 7.2