Common use of Covenants of the Company with Respect to the Proxy Statement Clause in Contracts

Covenants of the Company with Respect to the Proxy Statement. The Company shall prepare and shall cause to be filed with the SEC as promptly as practicable following the date of this Agreement a proxy statement (together with any amendments thereof or supplements thereto, the “Proxy Statement”) relating to the meeting of the Company’s stockholders to be held to consider the adoption and approval of this Agreement and the Merger. The Company shall include in the Proxy Statement the text of this Agreement and the Company Recommendation (unless the board of directors of the Company has changed, qualified, withheld or withdrawn, or publicly proposed to change, qualify, withhold or withdraw the Company Recommendation, to the extent permitted under Section 6.6(d)) and shall use all commercially reasonable efforts to respond as promptly as practicable to any comments by the SEC staff in respect of the Proxy Statement. None of the information included in the Proxy Statement will, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Stockholders’ 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 were made, not misleading; provided, however, that no covenant is hereby made by the Company with respect to any of the Buyer Information. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Covenants of the Company with Respect to the Proxy Statement. The As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and shall cause to be filed with the SEC as promptly as practicable following the date of this Agreement a proxy statement (together with any amendments thereof or supplements thereto, the “Proxy Statement”) relating to for use in connection with the meeting of the Company’s stockholders to be held to consider for the purpose of voting upon (i) the adoption and approval of this Agreement and approval of the MergerMerger and (ii) the approval of the FFELP Transaction (the “Stockholders’ Meeting”). The Company shall include in the Proxy Statement the text of this Agreement and the Company Recommendation (Statement, unless the board Board of directors Directors of the Company has changedmade a Permitted Change of Recommendation in compliance with Section 6.6, qualified, withheld or withdrawn, or publicly proposed to change, qualify, withhold or withdraw the Company Recommendation, to the extent permitted under Section 6.6(d)) and . The Company shall use all commercially reasonable best efforts to respond as promptly as practicable to any comments by the SEC staff in respect of the Proxy StatementStatement and to have the Proxy Statement cleared by the SEC as promptly as practicable after its filing with the SEC. None The Company covenants and agrees that none of the information to be included in the Proxy Statement (other than the information supplied by Buyer for use in the Proxy Statement) will, at the time of (A) the mailing of the Proxy Statement or any amendments or supplements thereto, thereto and at the time of (B) the Stockholders’ 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 were made, not misleading; provided, however, that no covenant is hereby made by the Company with respect to any of the Buyer Information. The Company shall ensure that the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Covenants of the Company with Respect to the Proxy Statement. The Subject to Section 6.6 hereof, after the Acceptance Time, if required, the Company shall prepare and shall and, as promptly as reasonably practical after the Acceptance Time, cause to be filed with the SEC as promptly as practicable following the date of this Agreement a proxy statement (together with any amendments thereof or supplements thereto, the “Proxy Statement”) relating to the meeting of the Company’s stockholders to be held held, if required, to consider the adoption and approval of this Agreement and the Merger. The Company shall include include, except to the extent provided in the Proxy Statement Section 6.6, the text of this Agreement and the Company Recommendation (unless recommendation of the board of directors of the Company has changed, qualified, withheld or withdrawn, or publicly proposed to change, qualify, withhold or withdraw that the Company Recommendation, to the extent permitted under Section 6.6(d)) Company’s stockholders approve and adopt this Agreement and shall use all commercially reasonable best efforts to respond as promptly as practicable to any comments by the SEC staff in respect of the Proxy Statement. None The Company shall ensure that none of the information with respect to the Company or its subsidiaries to be included in the Proxy Statement will, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, thereto and at the time of the Stockholders’ 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 were made, not misleading; provided, however, that no covenant is hereby made by the Company with respect to any of the Buyer Information. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Covenants of the Company with Respect to the Proxy Statement. The As promptly as practicable following the date of this Agreement, subject to Section 6.7 hereof, the Company shall prepare and shall cause to be filed with the SEC as promptly as practicable following the date of this Agreement a proxy statement (together with any amendments thereof or supplements thereto, the “Proxy Statement”) relating to the meeting of the Company’s stockholders to be held to consider the adoption and approval of this Agreement and the Merger. The Company shall include include, except to the extent provided in the Proxy Statement Section 6.7, the text of this Agreement and the Company Recommendation (unless recommendation of the board Board of directors Directors of the Company has changed, qualified, withheld or withdrawn, or publicly proposed to change, qualify, withhold or withdraw that the Company’s stockholders approve and adopt this Agreement. The Company Recommendation, to the extent permitted under Section 6.6(d)) and shall use all commercially its reasonable best efforts to respond as promptly as practicable to any comments by of the SEC staff in with respect of to the Proxy Statement. The Company shall promptly notify Buyer upon the receipt of any comments (written or oral) from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement, shall consult with Buyer prior to responding to any such comments or request or filing any amendment or supplement to the Proxy Statement, and shall provide Buyer with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and its staff, on the other hand. None of the information with respect to the Company or its subsidiaries to be included in the Proxy Statement will, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Stockholders’ 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 were made, not misleading; provided, however, that no covenant is hereby made by the Company with respect to any of the Buyer Information. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Covenants of the Company with Respect to the Proxy Statement. The Within thirty (30) days following the date of this Agreement, subject to Section 6.07 hereof, the Company shall prepare and shall cause to be filed with the SEC as promptly as practicable following the date of this Agreement a proxy statement (together with any amendments thereof or supplements thereto, the “Proxy Statement”) relating to the meeting of the Company’s stockholders shareholders to be held to consider the adoption and approval of this Agreement and the Merger. The Company shall include include, except to the extent provided in the Proxy Statement Section 6.07, the text of this Agreement and the Company Recommendation (unless recommendation of the board Board of directors Directors of the Company has changed, qualified, withheld or withdrawn, or publicly proposed to change, qualify, withhold or withdraw that the Company’s shareholders approve and adopt this Agreement. The Company Recommendation, to the extent permitted under Section 6.6(d)) and shall use all commercially reasonable best efforts to respond as promptly as reasonably practicable to any comments by of the SEC staff in with respect of to the Proxy Statement. The Company shall promptly notify the Parents upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement, shall consult with the Parents prior to responding to any such comments or request or filing any amendment or supplement to the Proxy Statement and shall provide the Parents with copies of all correspondence between the Company and its Representatives on the one hand and the SEC and its staff on the other hand. None of the information with respect to the Company or its subsidiaries to be included in the Proxy Statement will, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the StockholdersShareholders’ 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 were made, not misleading; provided, however, that no covenant is hereby made by the Company with respect to any of the Buyer Information. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder.