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.

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.