Common use of Filings; Other Actions; Notification Clause in Contracts

Filings; Other Actions; Notification. (a) The Company, acting through its Board, in consultation with Praxair, shall (i) prepare and, following consummation of the Amended Offer, file with the Commission a preliminary proxy statement (or, if applicable, a preliminary information statement) relating to the matters to be considered at the Special Meeting pursuant to this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included in the Proxy Statement (as hereinafter defined) and, after consultation with Praxair, to respond promptly to any comments made by the Commission with respect to the preliminary proxy statement (or, if applicable, a preliminary information statement) and to cause a definitive proxy statement (or, if applicable, a definitive information statement) (the "Proxy Statement") to be mailed to its stockholders and (y) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, to obtain the necessary approvals of the Merger, this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and