Common use of Preparation and Mailing of the Proxy Statement Clause in Contracts

Preparation and Mailing of the Proxy Statement. (a) As promptly as reasonably practicable (and in any event within ten (10) Business Days) after the execution of this Agreement, (i) Titanium shall prepare and cause to be filed with the SEC a proxy statement relating to the matters to be submitted to the shareholders of Titanium at the Titanium Shareholders Meeting (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”) and (ii) each of Titanium and Silver shall prepare and cause to be filed a transaction statement on Schedule 13E-3 under the Exchange Act relating to the Transactions (the “Schedule 13E-3,” and together with the Proxy Statement, the “Disclosure Documents”). Subject to Section 5.02, the Titanium Board shall make the Titanium Board Recommendation to Titanium’s shareholders and shall include such recommendation in the Proxy Statement. Each of Titanium and Silver shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested by such other party to be included therein and shall otherwise assist and cooperate with the other in the preparation of the Disclosure Documents and the resolution of any comments to the Disclosure Documents received from the SEC. Titanium and Silver shall promptly notify the other Parties and correct any information provided by it for use in the Disclosure Documents if and to the extent such information shall have become false or misleading in any material respect, whether by misstatement or omission. Titanium and Silver shall notify the other promptly upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Disclosure Documents and shall supply the other with copies of all written correspondence between such party or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Disclosure Documents. Titanium and Silver shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Disclosure Documents and to resolve such comments with the SEC, and Titanium shall cause the Disclosure Documents to be disseminated to its shareholders as promptly as reasonably practicable after the resolution of any such comments. Prior to the filing of the Disclosure Documents (or any amendment or supplement thereto) or any dissemination of the Proxy Statement to the shareholders of Titanium, or responding to any comments from the SEC with respect to the Disclosure Documents, each of Titanium and Silver shall provide the other with a reasonable opportunity (not to exceed two (2) Business Days) to review and to propose comments on such document or response, which the party receiving such comments shall consider in good faith. (b) Subject to Section 6.01(a), and notwithstanding any Titanium Board Recommendation Change, Titanium shall take all necessary actions in accordance with Applicable Law, the Titanium Charter, the Titanium By-laws and the rules of NYSE to duly call, give notice of, convene and hold the Titanium Shareholders Meeting for the purpose of obtaining the Titanium Shareholder Approval, as soon as reasonably practicable after the SEC confirms that it has no further comments on the Disclosure Documents. Subject to Section 5.02, Titanium shall use its reasonable best efforts to seek to obtain the Titanium Shareholder Approval, unless a Titanium Board Recommendation Change has been effected. Notwithstanding any provision of this Agreement to the contrary, Titanium may, in its sole discretion, adjourn, recess or postpone the Titanium Shareholders Meeting (i) to the extent necessary to ensure that any required information is provided to the shareholders of Titanium within a reasonable amount of time in advance of the Titanium Shareholders Meeting or (ii) if as of the time for which the Titanium Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Titanium Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Titanium Shareholders Meeting or to allow reasonable additional time to solicit additional proxies to the extent Titanium reasonably believes necessary in order to obtain the Titanium Shareholder Approval. (c) If prior to the Effective Time any event occurs with respect to Silver or any of its Subsidiaries, or any change occurs with respect to other information supplied by Silver for inclusion in the Disclosure Documents, which is required to be described in an amendment of, or a supplement to, the Disclosure Documents, Silver shall promptly notify Titanium of such event, and Silver and Titanium shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Disclosure Documents and, as required by Applicable Law, in disseminating the information contained in such amendment or supplement to Titanium’s shareholders. Nothing in this Section 6.01(c) shall limit the obligations of any Party under Section 6.01(a). (d) If prior to the Effective Time any event occurs with respect to Titanium or any of its Subsidiaries, or any change occurs with respect to other information supplied by Titanium for inclusion in the Disclosure Documents, which is required to be described in an amendment of, or a supplement to, the Disclosure Documents, Titanium shall promptly notify Silver of such event, and Titanium and Silver shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Disclosure Documents and, as required by Applicable Law, in disseminating the information contained in such amendment or supplement to Titanium’s shareholders. Nothing in this Section 6.01(d) shall limit the obligations of any Party under Section 6.01(a).

Preparation and Mailing of the Proxy Statement. (a) As promptly as reasonably practicable (and in any event within ten (10) Business Days) after the execution of this Agreement, (i) Titanium the Company shall prepare and cause to be filed with the SEC a proxy statement relating to the matters to be submitted to the shareholders stockholders of Titanium the Company at the Titanium Shareholders Company Stockholders Meeting (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”) and ), (ii) each of Titanium and Silver Parent shall prepare and cause to be filed a transaction statement on Schedule 13E-3 file the Form S-4, and (iii) Parent shall use its reasonable best efforts to, if required by Applicable Law, have the CVR Agreement become qualified under the Exchange Trust Indenture Act. The Proxy Statement will be included in and will constitute a part of the Form S-4. Parent and the Company shall use their respective reasonable best efforts to have the Form S-4 cleared by the SEC and declared effective under the Securities Act relating as promptly as reasonably practicable after such filing and to have the Transactions (S-4 remain effective as long as is necessary to consummate the “Schedule 13E-3,” Merger and together with the Proxy Statementother transactions contemplated hereby. Unless the Company Board shall have effected a Company Adverse Recommendation Change, the “Disclosure Documents”). Subject to Section 5.02, the Titanium Company Board shall make the Titanium Board Company Recommendation to Titaniumthe Company’s shareholders stockholders and shall include such recommendation in the Proxy Statement. Each of Titanium the Company and Silver Parent shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested by such other party to be included therein and shall otherwise assist and cooperate with the other in the preparation of the Disclosure Documents Proxy Statement, the Form S-4 and the resolution of any comments to the Disclosure Documents either received from the SEC. Titanium Each of the Company, Parent and Silver Merger Sub shall promptly notify the other Parties and correct any information provided by it for use in the Disclosure Documents Proxy Statement or the Form S-4 if and to the extent such information shall have become false or misleading in any material respect, whether by misstatement or omission. Titanium The Company and Silver Parent shall notify the other promptly upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Disclosure Documents Proxy Statement or the Form S-4 and shall supply the other with copies of all written correspondence between such party or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Disclosure DocumentsProxy Statement or the Form S-4. Titanium The Company and Silver Parent shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Disclosure Documents Proxy Statement or the Form S-4 and to resolve such comments with the SEC, and Titanium the Company shall use its reasonable best efforts to cause the Disclosure Documents Proxy Statement to be disseminated to its shareholders stockholders as promptly as reasonably practicable after the resolution of any such comments. Prior to the filing of the Disclosure Documents Proxy Statement or the Form S-4 (or any amendment or supplement thereto) or any dissemination of the Proxy Statement to the shareholders stockholders of Titaniumthe Company, or responding to any comments from the SEC with respect to the Disclosure Documentsthereto, each of Titanium the Company and Silver Parent shall provide the other with a reasonable opportunity (not to exceed two (2) Business Days) to review and to propose comments on such document or response, which the party receiving such comments shall consider in good faith. (b) Subject to Section 6.01(a), and notwithstanding Notwithstanding any Titanium Board Company Adverse Recommendation Change, Titanium the Company shall take all necessary actions in accordance with Applicable Law, the Titanium Company Charter, the Titanium Company By-laws and the rules of NYSE to duly call, give notice of, convene and hold the Titanium Shareholders Company Stockholders Meeting for the purpose of obtaining the Titanium Shareholder Company Stockholder Approval, as soon as reasonably practicable after the SEC confirms that it has no further comments on the Disclosure DocumentsProxy Statement and the Form S-4 and the Form S-4 is declared effective. Subject to Section 5.02Unless the Company Board shall have effected a Company Adverse Recommendation Change, Titanium the Company shall use its reasonable best efforts to seek to obtain the Titanium Shareholder Company Stockholder Approval, unless a Titanium Board Recommendation Change has been effected. Notwithstanding any provision of this Agreement to the contrary, Titanium the Company may, in its sole discretion, adjourn, recess or postpone the Titanium Shareholders Company Stockholders Meeting (i) to the extent necessary to ensure that any required information supplement or amendment to the Proxy Statement is provided to the shareholders stockholders of Titanium the Company within a reasonable amount of time in advance of the Titanium Shareholders Meeting or Company Stockholders Meeting, (ii) if if, as of the time for which the Titanium Shareholders Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) ), there are insufficient shares of Titanium Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Titanium Shareholders Company Stockholders Meeting, solely for the purpose of and for the time reasonably necessary (but in no event by more than 30 days) to obtain such a quorum, or (iii) if, as of the time for which the Company Stockholders Meeting or is originally scheduled (as set forth in the Proxy Statement), sufficient votes to allow reasonable additional constitute the Company Stockholder Approval have not been obtained, solely for the purpose of and for the time reasonably necessary (but in no event by more than 30 days) to solicit additional proxies and votes in favor of adoption of this Agreement, provided that the Company may exercise its right to adjourn, recess or postpone the extent Titanium reasonably believes necessary in order Company Stockholders Meeting pursuant to obtain the Titanium Shareholder Approvalthis Section 6.01(b)(iii) on no more than three (3) occasions. (c) If prior to the Effective Time any event occurs with respect to Silver Parent or any of its Subsidiaries, or any change occurs with respect to other information supplied by Silver Parent for inclusion in the Disclosure DocumentsProxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Disclosure DocumentsProxy Statement or the Form S-4, Silver Parent shall promptly notify Titanium the Company of such event, and Silver Parent and Titanium the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Disclosure Documents Proxy Statement or the Form S-4 and, as required by Applicable Law, in disseminating the information contained in such amendment or supplement to Titaniumthe Company’s shareholdersstockholders. Nothing in this Section 6.01(c) shall limit the obligations of any Party party under Section 6.01(a). (d) If prior to the Effective Time any event occurs with respect to Titanium the Company or any of its Subsidiaries, or any change occurs with respect to other information supplied by Titanium the Company for inclusion in the Disclosure DocumentsProxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Disclosure DocumentsProxy Statement or the Form S-4, Titanium the Company shall promptly notify Silver Parent of such event, and Titanium the Company and Silver Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Disclosure Documents Proxy Statement or the Form S-4 and, as required by Applicable Law, in disseminating the information contained in such amendment or supplement to Titaniumthe Company’s shareholdersstockholders. Nothing in this Section 6.01(d) shall limit the obligations of any Party party under Section 6.01(a). (e) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto, its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board; provided, however, that (x) if the public announcement of a Company Adverse Recommendation Change or the delivery of notice by the Company to Parent pursuant to Section 5.02(e) or Section 5.02(f) occurs less than ten days prior to the Company Stockholders Meeting, the Company shall be entitled to postpone the Company Stockholders Meeting to a date not more than ten days after the later of such event; and (y) the Company shall not submit to the vote of its stockholders any Acquisition Proposal.

Preparation and Mailing of the Proxy Statement. (a) As promptly as reasonably practicable (and in any event within ten (10) Business Days) after the execution of this Agreement, and in any event within fifteen (i15) Titanium Business Days of the execution of this Agreement, the Company shall prepare and cause to be filed with the SEC a proxy statement relating to the matters to be submitted to the shareholders stockholders of Titanium the Company at the Titanium Shareholders Company Stockholders Meeting (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”) and (ii) each ). The Company agrees that it will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of Titanium and Silver shall prepare and cause to be filed a transaction statement on Schedule 13E-3 under the Exchange Act relating and the rules and regulations promulgated thereunder. The Company and Parent agree that none of the information supplied by the Company or Parent, respectively, or any of their respective Subsidiaries or Representatives, for inclusion or incorporation by reference in the Proxy Statement will, at the time it is first published or mailed to the Transactions (stockholders of the “Schedule 13E-3,” Company, at the time of any amendment thereof or supplement thereto and together with at the time of the Company 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 the light of the circumstances under which they were made, not misleading. The Company will use its reasonable best efforts to have the Proxy Statement, Statement cleared by the “Disclosure Documents”)SEC as promptly as reasonably practicable after such filing. Subject to Section 5.02, the Titanium Company Board shall make the Titanium Board Company Recommendation to Titaniumthe Company’s shareholders stockholders and shall include such recommendation in the Proxy Statement. Each of Titanium and Silver Parent shall furnish all information concerning such Person Parent and its Affiliates to the otherCompany, and provide such other assistance, as may be reasonably requested by such other party the Company to be included therein and shall otherwise reasonably assist and cooperate with the other Company in the preparation of the Disclosure Documents Proxy Statement and the resolution of any comments to the Disclosure Documents received from the SEC. Titanium Each of the Company, Parent and Silver Merger Sub shall promptly notify the other Parties and correct any information provided by it for use in the Disclosure Documents Proxy Statement if and to the extent such information shall have become false or misleading in any material respect, whether by misstatement or omission. Titanium and Silver The Company shall promptly notify the other promptly Parent upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Disclosure Documents Proxy Statement and shall supply the other promptly provide Parent with copies of all written correspondence between such party or any of the Company and its Representatives, on the one hand, and the SEC and the staff of the SEC, on the other hand, with respect to the Disclosure Documents. Titanium and Silver The Company shall use their its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Disclosure Documents Proxy Statement and to resolve as promptly as practicable such comments with the SEC. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments, the Company shall provide Parent a reasonable opportunity to review and Titanium comment on such document or response or to participate in any meeting (telephonic or otherwise) with the SEC. The Company agrees that the Company shall use its reasonable best efforts to cause the Disclosure Documents Proxy Statement to be disseminated to its shareholders stockholders as promptly as reasonably practicable after the resolution of any such comments. Prior to the filing of the Disclosure Documents (or any amendment or supplement thereto) or any dissemination of the Proxy Statement to the shareholders of Titanium, or responding to any comments from the SEC with respect to the Disclosure Documents, each of Titanium and Silver shall provide the other with a reasonable opportunity (not to exceed two (2) Business Days) to review and to propose comments on such document or response, which the party receiving such comments shall consider in good faith. (b) Subject to Section 6.01(a), and notwithstanding any Titanium Board Adverse Recommendation Change, Titanium the Company shall take all necessary actions in accordance with Applicable Law, the Titanium Company Charter, the Titanium Company By-laws and the rules of NYSE the NASDAQ to duly call, give notice of, convene and hold the Titanium Shareholders Company Stockholders Meeting for the purpose of obtaining the Titanium Shareholder Company Stockholder Approval, as soon as reasonably practicable after the SEC confirms that it has no further comments on the Disclosure DocumentsProxy Statement. Subject to Section 5.02, Titanium the Company shall use its reasonable best efforts to seek to obtain the Titanium Shareholder Company Stockholder Approval, unless including engaging a Titanium Board Recommendation Change has been effectedproxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, Titanium may, in its sole discretion, the Company may not adjourn, recess or postpone the Titanium Shareholders Company Stockholders Meeting except (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required information by Applicable Law is provided to the shareholders stockholders of Titanium the Company within a reasonable amount of time in advance of the Titanium Shareholders Company Stockholders Meeting or (ii) if as of the time for which the Titanium Shareholders Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Titanium Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Titanium Shareholders Company Stockholders Meeting or to allow reasonable additional time to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the extent Titanium reasonably believes necessary in order to obtain the Titanium Shareholder ApprovalCompany Stockholder Approval have not been obtained. (c) If prior to the Effective Time any event occurs with respect to Silver Parent or any of its Subsidiaries, or any change occurs with respect to other information supplied by Silver Parent for inclusion in the Disclosure DocumentsProxy Statement, which is required to be described in an amendment of, or a supplement to, the Disclosure DocumentsProxy Statement, Silver Parent shall promptly notify Titanium the Company of such event, and Silver Parent and Titanium the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Disclosure Documents Proxy Statement and, as required by Applicable Law, in disseminating the information contained in such amendment or supplement to Titaniumthe Company’s shareholdersstockholders. Nothing in this Section 6.01(c) shall limit the obligations of any Party party under Section 6.01(a). (d) If The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto, its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or by the making of any Adverse Recommendation Change by the Company Board; provided, however, that (x) if the public announcement of an Adverse Recommendation Change or the delivery of notice by the Company to Parent pursuant to Section 5.02(d)(i) occurs less than ten (10) days prior to the Effective Time any event occurs with respect to Titanium or any of its Subsidiaries, or any change occurs with respect to other information supplied by Titanium for inclusion in the Disclosure Documents, which is required to be described in an amendment of, or a supplement toCompany Stockholders Meeting, the Disclosure Documents, Titanium Company shall promptly notify Silver be entitled to postpone the Company Stockholders Meeting to a date not more than ten (10) days after the later of such event, ; and Titanium and Silver (y) the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement not submit to the Disclosure Documents and, as required by Applicable Law, in disseminating the information contained in such amendment or supplement to Titanium’s shareholders. Nothing in this Section 6.01(d) shall limit the obligations vote of its stockholders any Party under Section 6.01(a)Acquisition Proposal.

Preparation and Mailing of the Proxy Statement. (a) As promptly as reasonably practicable (and in any event within ten (10) Business Days) after the execution of this Agreement, (i) Titanium shall prepare and cause to be filed with the SEC a proxy statement relating to the matters to be submitted to the shareholders of Titanium at the Titanium Shareholders Meeting (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”) and (ii) each of Titanium and Silver shall prepare and cause to be filed a transaction statement on Schedule 13E-3 under the Exchange Act relating to the Transactions (the “Schedule 13E-3,” and together with the Proxy Statement, the “Disclosure Documents”). Subject to Section 5.02, the Titanium Board shall make the Titanium Board Recommendation to Titanium’s shareholders and shall include such recommendation in the Proxy Statement. Each of Titanium and Silver shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested by such other party to be included therein and shall otherwise assist and cooperate with the other in the preparation of the Disclosure Documents Proxy Statement and the resolution of any comments to the Disclosure Documents Proxy Statement received from the SEC. Titanium and Silver shall promptly notify the other Parties and correct any information provided by it for use in the Disclosure Documents Proxy Statement if and to the extent such information shall have become false or misleading in any material respect, whether by misstatement or omission. Titanium and Silver shall notify the other promptly upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Disclosure Documents Proxy Statement and shall supply the other with copies of all written correspondence between such party or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Disclosure DocumentsProxy Statement. Titanium and Silver shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Disclosure Documents Proxy Statement and to resolve such comments with the SEC, and Titanium shall cause the Disclosure Documents Proxy Statement to be disseminated to its shareholders as promptly as reasonably practicable after the resolution of any such comments; provided, that Titanium shall not be obligated to publicly file a definitive version of, disseminate, or cause the dissemination of, the Proxy Statement to its shareholders prior to the No-Shop Period Start Date. Prior to the filing of the Disclosure Documents Proxy Statement (or any amendment or supplement thereto) or any dissemination of the Proxy Statement to the shareholders of Titanium, or responding to any comments from the SEC with respect to the Disclosure Documentsthereto, each of Titanium and Silver shall provide the other with a reasonable opportunity (not to exceed two (2) Business Days) to review and to propose comments on such document or response, which the party receiving such comments shall consider in good faith. (b) Subject to Section 6.01(a), and notwithstanding any Titanium Board Recommendation Change, Titanium shall take all necessary actions in accordance with Applicable Law, the Titanium Charter, the Titanium By-laws and the rules of NYSE to duly call, give notice of, convene and hold the Titanium Shareholders Meeting for the purpose of obtaining the Titanium Shareholder Approval, as soon as reasonably practicable after the SEC confirms that it has no further comments on the Disclosure DocumentsProxy Statement; provided, that Titanium shall not be obligated to call the Titanium Shareholders Meeting prior to the No-Shop Period Start Date. Subject to Section 5.02, Titanium shall use its reasonable best efforts to seek to obtain the Titanium Shareholder Approval, unless a Titanium Board Recommendation Change has been effected. Notwithstanding any provision of this Agreement to the contrary, Titanium may, in its sole discretion, adjourn, recess or postpone the Titanium Shareholders Meeting (i) to the extent necessary to ensure that any required information is provided to the shareholders of Titanium within a reasonable amount of time in advance of the Titanium Shareholders Meeting or (ii) if as of the time for which the Titanium Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Titanium Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Titanium Shareholders Meeting or to allow reasonable additional time to solicit additional proxies to the extent Titanium reasonably believes necessary in order to obtain the Titanium Shareholder Approval; provided that in no event shall the Titanium Shareholders Meeting be adjourned, recessed or postponed on more than two occasions, and in each such instance by more than 15 Business Days from the previously scheduled date of such meeting, unless required by Applicable Law or with the consent of Silver. (c) If prior to the Effective Time any event occurs with respect to Silver or any of its Subsidiaries, or any change occurs with respect to other information supplied by Silver for inclusion in the Disclosure DocumentsProxy Statement, which is required to be described in an amendment of, or a supplement to, the Disclosure DocumentsProxy Statement, Silver shall promptly notify Titanium of such event, and Silver and Titanium shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Disclosure Documents Proxy Statement and, as required by Applicable Law, in disseminating the information contained in such amendment or supplement to Titanium’s shareholders. Nothing in this Section 6.01(c) shall limit the obligations of any Party under Section 6.01(a). (d) If prior to the Effective Time any event occurs with respect to Titanium or any of its Subsidiaries, or any change occurs with respect to other information supplied by Titanium for inclusion in the Disclosure DocumentsProxy Statement, which is required to be described in an amendment of, or a supplement to, the Disclosure DocumentsProxy Statement, Titanium shall promptly notify Silver of such event, and Titanium and Silver shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Disclosure Documents Proxy Statement and, as required by Applicable Law, in disseminating the information contained in such amendment or supplement to Titanium’s shareholders. Nothing in this Section 6.01(d) shall limit the obligations of any Party under Section 6.01(a).