Common use of Preparation of Company Proxy Statement Clause in Contracts

Preparation of Company Proxy Statement. In the event the Shareholder Written Consent is not timely delivered to Parent in accordance to Section 5.04(a) and Parent does not terminate this Agreement in accordance with Section 7.03(d), as soon as reasonably practicable following the date of this Agreement, the Company shall prepare and file the Company Proxy Statement with the SEC. Parent, Merger Sub, and the Company will cooperate and consult with each other in the preparation of the Company Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish 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 Company Proxy Statement. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto, without providing Parent a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered by the Company). The Company shall use its reasonable best efforts to cause the Company Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the shareholders of the Company and at the time of the Company Shareholders Meeting, to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SEC. The Company agrees to consult with Parent prior to responding to SEC comments with respect to the preliminary Company Proxy Statement. Each of Parent, Merger Sub, and the Company agree to correct any information provided by it for use in the Company Proxy Statement which shall have become false or misleading and the Company shall promptly prepare and mail to its shareholders an amendment or supplement setting forth such correction. The Company shall as soon as reasonably practicable: (i) notify Parent of the receipt of any comments from the SEC with respect to the Company Proxy Statement and any request by the SEC for any amendment to the Company Proxy Statement or for additional information; and (ii) provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Company Proxy Statement.

Preparation of Company Proxy Statement. In connection with the event the Shareholder Written Consent is not timely delivered to Parent in accordance to Section 5.04(a) and Parent does not terminate this Agreement in accordance with Section 7.03(d)Company Stockholders Meeting, as soon as reasonably practicable following the date of this AgreementAgreement (and no later than thirty (30) days after the date hereof), the Company shall prepare and file the Company Proxy Statement with the SEC. Parent, Merger Sub, and the Company will cooperate and consult with each other in the preparation of the Company Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish 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 Company Proxy Statement. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto, without providing Parent a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered by the Company). The Company shall use its reasonable best efforts to cause the Company Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the shareholders of the Company and at the time of the Company Shareholders Meeting, to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s shareholders stockholders as promptly as reasonably practicable following filing with the SEC. The Company agrees to consult with Parent prior to responding to SEC comments with respect to the preliminary Company Proxy Statement. Each of Parent, Merger Sub, and the Company agree to correct any information provided by it for use in the Company Proxy Statement which shall have become false or misleading and the Company shall promptly prepare and mail to its shareholders stockholders an amendment or supplement setting forth such correction. The Company shall as soon as reasonably practicable: (i) notify Parent of the receipt of any comments from the SEC with respect to the Company Proxy Statement and any request by the SEC for any amendment to the Company Proxy Statement or for additional information; and (ii) provide Parent with copies of all written correspondence between (A) the Company and or its Representatives, on the one hand, and (B) the SEC, on the other hand, with respect to the Company Proxy Statement.

Preparation of Company Proxy Statement. In connection with the event the Shareholder Written Consent is not timely delivered to Parent in accordance to Section 5.04(a) and Parent does not terminate this Agreement in accordance with Section 7.03(d)Company Stockholders Meeting, as soon as reasonably practicable but in no event later than the fifth (5th) Business Day following the date of this Agreement, the Company shall prepare and file the Company Proxy Statement with the SEC. Parent, Merger Sub, and the Company will cooperate and consult with each other in the preparation of the Company Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish 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 Company Proxy Statement. The Company shall (i) not file or mail the Company Proxy Statement, or any amendment or supplement thereto, without providing Parent a reasonable opportunity to review and comment thereon (which including the proposed final version of such document or response) and (ii) include in such document all comments shall be reasonably considered proposed by the Company)Parent. The Company shall use its reasonable best efforts to cause the Company Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the shareholders stockholders of the Company and at the time of the Company Shareholders Stockholders Meeting, to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s shareholders stockholders as promptly as reasonably practicable following filing with the SEC. The Company agrees to consult with Parent prior to responding to SEC comments with respect to the preliminary Company Proxy Statementand shall not respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. Each of Parent, Merger Sub, and the Company agree to correct any information provided by it for use in the Company Proxy Statement which shall have become false or misleading and the Company shall promptly prepare and mail to its shareholders stockholders an amendment or supplement setting forth such correction. The Company shall as soon as reasonably practicable: (i) notify Parent of the receipt of any comments from the SEC with respect to the Company Proxy Statement and any request by the SEC for any amendment to the Company Proxy Statement or for additional information; and (ii) provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Company Proxy Statement. Without limiting the foregoing, if prior to the Effective Time, any event occurs with respect to the Company or any Subsidiary of the Company which the Company in good faith believes is required to be described in an amendment of, or a supplement, to, the Company Proxy Statement, the Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement for the Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders.

Preparation of Company Proxy Statement. In Each of the event the Shareholder Written Consent is not timely delivered to Parent in accordance to Section 5.04(a) Company and Parent does not terminate this Agreement in accordance with Section 7.03(d), as soon as reasonably practicable following the date of this Agreement, the Company shall prepare and file the Company Proxy Statement with the SEC. Parent, Merger Sub, and the Company will cooperate and consult with each other in the preparation of the Company Proxy Statement (including the preliminary Company Proxy Statement) and any amendment or supplement to the preliminary Company Proxy Statement. Without limiting The Company shall promptly prepare and file with the generality SEC a preliminary Company Proxy Statement; provided, however, that the Company shall furnish such preliminary Company Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Company Proxy Statement prior to filing with the SEC. The Company shall notify Parent of the foregoingreceipt of any comments of the SEC staff with respect to the preliminary Company Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent, each as promptly as reasonably practicable, copies of Parent and Merger Sub will furnish all written correspondence between the Company or any Representative of the information relating to it required by the Exchange Act Company and the rules and regulations promulgated thereunder SEC with respect to be set forth in the Company Proxy Statement. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto, without providing Parent a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered by the Company). The Company shall use its reasonable best efforts to cause the Company Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the shareholders of the Company and at the time of the Company Shareholders Meeting, to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s shareholders respond as promptly as reasonably practicable following filing with to any comments of the SEC. The Company agrees to consult with Parent prior to responding to SEC comments staff with respect to the preliminary Company Proxy Statement. Each The Company shall provide Parent and its legal counsel with a reasonable opportunity to review any amendment or supplement to each of Parent, Merger Sub, the preliminary and the definitive Company agree Proxy Statement prior to correct any filing with the SEC. Parent shall promptly provide the Company with such information provided by it for use as may be required to be included in the Company Proxy Statement which shall have become false or misleading and the Company shall promptly prepare and mail as may be reasonably required to its shareholders an amendment or supplement setting forth such correction. The Company shall as soon as reasonably practicable: (i) notify Parent respond to any comment of the receipt of any SEC staff. After all the comments received from the SEC with respect have been cleared by the SEC staff and all information required to be contained in the Company Proxy Statement and any request has been included therein by the Company, the Company shall file the definitive Company Proxy Statement with the SEC for any amendment to and cause the Company Proxy Statement or for additional information; and to be mailed (iiincluding by electronic delivery if appropriate) provide Parent with copies as promptly as reasonably practicable, to its stockholders of all written correspondence between record, as of the record date established by the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Company Proxy StatementBoard.

Preparation of Company Proxy Statement. In connection with the event the Shareholder Written Consent is not timely delivered to Parent in accordance to Section 5.04(a) and Parent does not terminate this Agreement in accordance with Section 7.03(d)Company Stockholders Meeting, as soon as reasonably practicable following the date of this Agreement, Agreement the Company shall prepare and file the Company Proxy Statement with the SEC. Parent, Merger Sub, and the Company will cooperate and consult with each other in the preparation of the Company Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish 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 Company Proxy Statement. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto, without providing Parent a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered by the Company). The Company shall use its reasonable best efforts to cause the Company Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the shareholders stockholders of the Company and at the time of the Company Shareholders Stockholders Meeting, to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s shareholders stockholders as promptly as reasonably practicable following filing with the SEC. The Company agrees to consult with Parent prior to responding to SEC comments with respect to the preliminary Company Proxy Statement. Each of Parent, Merger Sub, and the Company agree to correct any information provided by it for use in the Company Proxy Statement which shall have become false or misleading in any material respect, and the Company shall promptly prepare and mail to its shareholders stockholders an amendment or supplement setting forth such correction. The Company shall as soon as reasonably practicable: (i) notify Parent of the receipt of any comments from the SEC with respect to the Company Proxy Statement and any request by the SEC for any amendment to the Company Proxy Statement or for additional information; and (ii) provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Company Proxy Statement.

Preparation of Company Proxy Statement. In connection with the event the Shareholder Written Consent is not timely delivered to Parent in accordance to Section 5.04(a) and Parent does not terminate this Agreement in accordance with Section 7.03(d)Company Stockholders Meeting, as soon as reasonably practicable following the date of this Agreement, but in no event later than 90 days thereafter, the Company shall prepare and file the Company Proxy Statement with the SEC. Parent, Merger Sub, and the Company will cooperate and consult with each other in the preparation of the Company Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish 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 Company Proxy Statement. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto, without providing Parent a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered by the Company). The Company shall use its commercially reasonable best efforts to cause the Company Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the shareholders stockholders of the Company and at the time of the Company Shareholders Stockholders Meeting, to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall use its commercially reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC. Each of the Company and Parent shall also take any other action (except for qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the Merger. The Company shall file the Proxy Statement in definitive form with the SEC and cause such definitive Company Proxy Statement to be mailed to the Company’s shareholders of the Company as promptly as reasonably practicable following filing with after the SECSEC advises the Company that the SEC has no further comments on the Company Proxy Statement; and, unless the Company Board has made a Company Adverse Recommendation Change, the Company shall include the Company Board Recommendation in the preliminary and definitive Company Proxy Statements; provided the Company shall not be required to mail the Company Proxy Statement until on or after the No-Shop Period Start Date. The Company agrees to consult with Parent prior to responding to SEC comments with respect to the preliminary Company Proxy Statement. Each of Parent, Merger Sub, and the Company agree to correct any information provided by it for use in the Company Proxy Statement which shall have become false or misleading and the Company shall promptly prepare and mail to its shareholders stockholders an amendment or supplement setting forth such correction, after notice to and cooperation with Parent. Except in connection with a Company Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the prior written consent of Parent, which approval will not be unreasonably withheld, conditioned or delayed. The Company shall as soon as reasonably practicable: (i) notify Parent of the receipt of any comments from the SEC with respect to the Company Proxy Statement and any request by the SEC for any amendment to the Company Proxy Statement or for additional information; and (ii) provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Company Proxy Statement.

Preparation of Company Proxy Statement. In the event the Shareholder Written Consent is not timely delivered to Parent in accordance to Section 5.04(a(a) and Parent does not terminate this Agreement in accordance with Section 7.03(d), as soon As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file the Company Proxy Statement with the SEC. Parent, Merger Subin preliminary form, and the Company will cooperate and consult with each other in the preparation of the Company Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish 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 Company Proxy Statement. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto, without providing Parent a will use commercially reasonable opportunity to review and comment thereon (which comments shall be reasonably considered by the Company). The Company shall use its reasonable best efforts to cause the Company Proxy Statement at to be disseminated to the date that it Company Shareholders as promptly as reasonably practicable after the Company Proxy Statement is cleared by the SEC. Subject to Section 5.2, the Company Proxy Statement will contain the Company Recommendation, and the Company shall use commercially reasonable efforts to obtain the Company Shareholder Approval. (b) Parent and Merger Sub will cooperate with the Company in the preparation and filing of the Company Proxy Statement and any amendment or supplement thereto and will otherwise reasonably assist and cooperate with the Company in the preparation and filing of the Company Proxy Statement, any amendment or supplement thereto and the resolution of any comments thereto received from the SEC. Parent and Merger Sub will promptly provide for inclusion or incorporation by reference in the Company Proxy Statement, and any amendment or supplement thereto) is first published, sent, or given to the shareholders of the Company and at the time of the Company Shareholders Meeting, to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect required information relating to Parent or its Affiliates. Parent and its counsel shall be given the reasonable opportunity to review and comment on the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement reasonably in definitive form to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following advance of its filing with the SEC. The Company agrees to consult with Parent prior to responding to SEC comments with respect to the preliminary Company Proxy Statement. Each of Parent, Merger Sub, and the Company agree to correct any information provided by it for use in the Company Proxy Statement which shall have become false or misleading and the Company shall promptly prepare and mail to its shareholders an amendment or supplement setting forth such correctionconsider Parent’s comments in good faith. The Company shall as soon as reasonably practicable: will provide Parent and its counsel (i) notify Parent of the receipt of any comments (whether written or oral) that the Company or its counsel may receive from time to time from the SEC with respect to the Company Proxy Statement promptly after the Company’s receipt of such comments or other communications, and (ii) the reasonable opportunity to review and comment on the Company’s proposed responses thereto (and shall consider Parent’s comments in good faith). The Company will respond as promptly as reasonably practicable to any request such comments from the SEC. (c) Each of the Company, Parent and Merger Sub agrees to, as promptly as reasonably practicable, (i) correct any information provided by the SEC it specifically for any amendment to use in the Company Proxy Statement if and to the extent that such information shall have become false or for additional information; misleading in any material respect, and (ii) provide Parent with copies of all written correspondence between supplement the information provided by it specifically for use in the Company and its Representatives, on Proxy Statement to include any information that shall become necessary in order to make the one hand, and the SEC, on the other hand, with respect to statements in the Company Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Company Proxy Statement, as so corrected or supplemented, as applicable, promptly to be filed with the SEC and to be disseminated to the Company Shareholders, in each case as and to the extent required by applicable Law.