Common use of Information Statement; Merger Consent Clause in Contracts

Information Statement; Merger Consent. (a) The Company, acting through the Board and in accordance with the DGCL and the By-Laws, shall take all action necessary to seek and obtain, on July 26, 2011 (by no later than 11:59 p.m., Boston time, on such date), the Stockholder Approval, by irrevocable written consent of the Xxxxxx Family Group in the form attached as Exhibit A to the Voting Agreement (the “Merger Consent”). The Company shall comply with the DGCL, the By-Laws and the Certificate of Incorporation and the Exchange Act (including Regulation 14C and Schedule 14C promulgated thereunder) in connection with the Stockholder Approval, including (i) delivering the Information Statement to the Company’s stockholders as required pursuant to the Exchange Act and (ii) giving prompt notice of the taking of the actions described in the Merger Consent in accordance with Section 228 of the DGCL to all holders of Shares not executing the Merger Consent and providing a description of the appraisal rights of holders of Shares available under Section 262 of the DGCL and any other disclosures with respect to appraisal rights required by Delaware law. (b) As soon as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC the Information Statement. Parent and Merger Sub will cooperate with the Company in the preparation of the Information Statement. The Company shall promptly furnish the preliminary Information Statement and the definitive Information Statement, and any amendments or supplements thereto, to Parent and give Parent and its legal counsel a reasonable opportunity to review and comment on such preliminary Information Statement, or amendment or supplement thereto, prior to filing with the SEC, and the Company shall consider in good faith all comments of Parent in connection therewith. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its reasonable best efforts to respond as soon as reasonably practicable to any SEC comments with respect to the Information Statement. The Company will use reasonable best efforts to cause the definitive Information Statement to be mailed to the stockholders of the Company as promptly as practicable after the Information Statement has been cleared by the SEC or after 10 calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement; provided, however, that the Company shall have no obligation to mail the definitive Information Statement until after the date the Stockholder Approval is obtained. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the Information Statement and any request by the SEC for any amendment or supplement to the Information Statement or for additional information and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC, on the other hand. Parent shall be given a reasonable opportunity to participate in the response to any SEC comments and to provide comments on any response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the SEC.

Information Statement; Merger Consent. (a) The CompanyImmediately following the execution and delivery of this Agreement by the parties hereto, acting through the Board and Company shall, in accordance with the DGCL and the ByCompany’s by-Lawslaws, shall take all action necessary to seek and obtain, on July 26, 2011 (by no later than 11:59 p.m., Boston time, on such date), obtain the Stockholder Approval, Approval by irrevocable written consent of the Xxxxxx Family Group Stockholder in the form attached as Exhibit A to the Voting Agreement and any other stockholders of the Company reasonably requested by Parent (the “Merger Consent”)) as promptly as practicable. The Company shall comply with the DGCL, the By-Laws Company’s certificate of incorporation and the Certificate of Incorporation and Company’s by-laws, the Exchange Act (including Regulation 14C and Schedule 14C promulgated thereunderunder the Exchange Act) and the rules and regulations of the NYSE in connection with the Stockholder ApprovalMerger Consent, including (i) preparing and delivering the Information Statement to the Company’s stockholders as required pursuant to the Exchange Act and Section 5.3(b) and (ii) giving prompt notice of the taking of the actions described in the Merger Consent in accordance with Section 228 of the DGCL to all holders of Shares Common Stock not executing the Merger Consent and providing Consent, together with any additional information required by the DGCL, including a description of the appraisal rights of holders of Shares Common Stock available under Section 262 of the DGCL and any other disclosures with respect to appraisal rights required by Delaware lawDGCL. (b) As soon promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC the Information Statement. The Company shall use reasonable best efforts as promptly as practicable (and after consultation with the Parent) to respond to any comments made by the SEC with respect to the Information Statement. The Company will use reasonable best efforts to cause the Information Statement to be mailed to the stockholders of the Company as promptly as practicable after confirmation from the SEC that it has no further comments on the Information Statement (or that the Information Statement is otherwise not to be reviewed by the SEC). The Parent and Merger Sub will shall cooperate with the Company in the preparation of the Information Statement. The Company shall promptly furnish the preliminary Information Statement and the definitive Information Statement, and any amendments or supplements thereto, to Parent and give Parent and its legal counsel a reasonable opportunity to review and comment on such preliminary Information Statement, or amendment or supplement thereto, prior to filing with the SEC, and the Company shall consider in good faith all comments of Parent in connection therewith. Without limiting the generality of the foregoing, (i) each of the Parent and Merger Sub will furnish to the Company the information relating to it and its Affiliates required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement or that is customarily included in information statements prepared in connection with transactions of the type contemplated by this Agreement and (ii) prior to the filing with the SEC, or the mailing to the Company’s stockholders, of the Information Statement. The , the Company shall use its provide the Parent with a reasonable best efforts opportunity to respond as soon as review and comment on, and the Company shall reasonably practicable to any SEC consider all comments reasonably proposed by the Parent with respect to to, the Information Statement. The Company will use reasonable best efforts to cause shall notify the definitive Information Statement to be mailed to the stockholders of the Company as Parent promptly as practicable after the Information Statement has been cleared by the SEC or after 10 calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement; provided, however, that the Company shall have no obligation to mail the definitive Information Statement until after the date the Stockholder Approval is obtained. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the Information Statement or its staff and of any request by the SEC or its staff for any amendment amendments or supplement supplements to the Information Statement or for additional information Statement, and the Company shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC, on the other hand. Parent shall be given a reasonable opportunity to participate in the response to any SEC comments review and to provide comments comment on any response (to which reasonable such comments or requests from the SEC or its staff and good faith consideration the Company shall be given), including reasonably consider all comments reasonably proposed by participating the Parent in connection with any discussions or meetings filings with the SECSEC or its staff in response thereto, and if required, the Company shall mail to its stockholders, as promptly as reasonably practicable, such amendment or supplement.

Information Statement; Merger Consent. (a) The CompanyPromptly following the execution and delivery of this Agreement by the parties hereto, acting through the Board and Company shall, in accordance with the DGCL and the By-LawsCompany’s bylaws, shall take all action necessary to seek and obtain, on July 26, 2011 (by no later than 11:59 p.m., Boston time, on such date)as promptly as practicable, the Stockholder Approval, Approval by irrevocable written consent of the Xxxxxx Family Group MP Stockholder in the form attached as Exhibit A to the Voting Agreement C (the “Merger Consent”). The Company shall comply with the DGCL, the By-Laws Company’s amended and the Certificate restated certificate of Incorporation incorporation and amended and restated bylaws, and the Exchange Act (including Regulation 14C and Schedule 14C promulgated thereunderunder the Exchange Act) in connection with the Stockholder Approval, including (i) delivering the Information Statement to the Company’s stockholders as required pursuant to the Exchange Act and (ii) giving prompt notice of the taking of the actions described in the Merger Consent in accordance with Section 228 of the DGCL to all holders of Shares Common Stock not executing the Merger Consent and providing a description of the appraisal rights of holders of Shares Company Common Stock available under Section 262 of the DGCL and any other disclosures with respect to appraisal rights required by Delaware law. (b) As soon promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC the Information Statement. The Company shall use reasonable best efforts as promptly as practicable (and after consultation with Parent) to respond to any comments made by the SEC with respect to the Information Statement. The Company will use reasonable best efforts to cause the Information Statement to be mailed to the stockholders of the Company as promptly as practicable after confirmation from the SEC that it has no further comments on the Information Statement (or that the Information Statement is otherwise not to be reviewed by the SEC). Parent and Merger Sub will Subsidiary shall cooperate with the Company in the preparation of the Information Statement. The Company shall promptly furnish the preliminary Information Statement and the definitive Information Statement, and any amendments or supplements thereto, to Parent and give Parent and its legal counsel a reasonable opportunity to review and comment on such preliminary Information Statement, or amendment or supplement thereto, prior to filing with the SEC, and the Company shall consider in good faith all comments of Parent in connection therewith. Without limiting the generality of the foregoing, (i) each of Parent and Merger Sub Subsidiary will furnish to the Company the information relating to it and its Affiliates required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The , that is customarily included in information statements prepared in connection with transactions of the type contemplated by this Agreement or that is reasonably requested by the Company and (ii) prior to the filing with the SEC, or the mailing to the Company’s stockholders, of the Information Statement, the Company shall use its provide Parent with a reasonable best efforts opportunity to respond as soon as review and comment on, and the Company shall reasonably practicable to any SEC consider all comments reasonably proposed by Parent with respect to to, the Information Statement. The Company will use reasonable best efforts to cause the definitive Information Statement to be mailed to the stockholders of the Company as promptly as practicable after the Information Statement has been cleared by the SEC or after 10 calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement; provided, however, that the Company shall have no obligation to mail the definitive Information Statement until after the date the Stockholder Approval is obtained. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub promptly of the receipt of any comments from the SEC with respect to the Information Statement or its staff and of any request by the SEC or its staff for any amendment amendments or supplement supplements to the Information Statement or for additional information and Statement, the Company shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC, on the other hand. Parent shall be given a reasonable opportunity to participate in the response to any SEC comments review and to provide comments comment on any response (to which reasonable such comments or requests from the SEC or its staff, and good faith consideration the Company shall be given), including reasonably consider all comments reasonably proposed by participating Parent in connection with any discussions or meetings filings with the SECSEC or its staff in response thereto, and, if required by the Exchange Act, the Company shall mail to its stockholders, as promptly as reasonably practicable, such amendment or supplement.

Information Statement; Merger Consent. (a) The CompanyCompany shall, acting through the Board and in accordance with the DGCL and the By-LawsCompany’s Charter Documents, shall take all action necessary to seek and obtain, on July 26, 2011 (obtain the Requisite Company Vote by no later than 11:59 p.m., Boston time, on such date), the Stockholder Approval, by irrevocable written consent of the Xxxxxx Family Group stockholders of the Company in the form attached as Exhibit A to the Voting Agreement B (the “Merger Consent”)) and deliver the Merger Consent to Parent no more than one (1) Business Day after the execution of this Agreement. The Merger Consent shall automatically terminate upon, and be of no further force and effect from and after, any termination of this Agreement. The Company shall comply with the DGCL, the By-Laws and the Certificate of Incorporation Company’s Charter Documents, and the Exchange Act (including Regulation 14C and Schedule 14C promulgated thereunderunder the Exchange Act) in connection with the Stockholder ApprovalMerger Consent, including (i) preparing and delivering the Information Statement to the Company’s stockholders as required pursuant to the Exchange Act and Section 5.06(b) and providing a description of the appraisal rights of holders of Company Common Stock available under Section 262 of the DGCL, and (ii) giving prompt notice of the taking of the actions described in the Merger Consent in accordance with Section 228 of the DGCL to all holders of Shares Company Common Stock not executing the Merger Consent and providing a description of the appraisal rights of holders of Shares available under Section 262 of the DGCL and any other disclosures with respect to appraisal rights required by Delaware lawConsent. (b) As soon promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file the Information Statement with the SEC. The Company shall use its reasonable best efforts to respond as promptly as practicable (and after consultation with Parent) to any comments made by the SEC with respect to the Information StatementStatement and to cause the Information Statement to be mailed to the stockholders of the Company as promptly as practicable after confirmation from the SEC that it has no further comments on the Information Statement (or that the Information Statement is otherwise not to be reviewed by the SEC). Parent and Merger Sub will shall reasonably cooperate with the Company in the preparation of the Information Statement. The Company shall promptly furnish the preliminary Information Statement and the definitive Information Statement, and any amendments or supplements thereto, to Parent and give Parent and its legal counsel a reasonable opportunity to review and comment on such preliminary Information Statement, or amendment or supplement thereto, prior to filing with the SEC, and the Company shall consider in good faith all comments of Parent in connection therewith. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company with the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. Prior to the filing with the SEC, or the mailing to the Company’s stockholders, of the Information Statement, the Company shall provide Parent with a reasonable opportunity to review and reasonably comment on, and the Company shall consider all reasonable comments proposed by Parent with respect to, the Information Statement. The Company shall use notify Parent reasonably promptly of the receipt of any comments from the SEC or its reasonable best efforts to respond as soon as reasonably practicable to staff and of any request by the SEC comments with respect or its staff for any amendments or supplements to the Information Statement. The Company will use shall provide Parent with a reasonable best efforts opportunity to cause review and reasonably comment on any such comments or requests from the definitive Information Statement to be mailed to the stockholders of SEC or its staff and the Company shall reasonably consider all comments proposed by Parent in connection with any filings with the SEC or its staff in response thereto, and if required, the Company shall mail to its stockholders, as promptly as practicable after the Information Statement has been cleared reasonably practicable, such amendment or supplement. If required by the SEC or after 10 calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement; providedapplicable Law, however, that the Company shall have no obligation to mail the definitive Information Statement until after the date the Stockholder Approval is obtained. Each each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading. The misleading and the Company shall as soon as reasonably practicable notify Parent promptly prepare and Merger Sub of the receipt of any comments from the SEC with respect mail to the Information Statement and any request by the SEC for any its stockholders an amendment or supplement to the Information Statement or for additional information and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC, on the other hand. Parent shall be given a reasonable opportunity to participate in the response to any SEC comments and to provide comments on any response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the SECsetting forth such correction.