Common use of Preparation of Proxy Statement; Shareholders Meetings Clause in Contracts

Preparation of Proxy Statement; Shareholders Meetings. (a) As promptly as practicable after the date hereof, and in any event within 90 days following the date hereof, the Company shall prepare and file with the SEC a preliminary proxy statement relating to the Company Shareholders Meeting (together with any amendments thereof or supplements thereto, the "Proxy Statement") in compliance with the applicable provisions of the Exchange Act. The Company will use its reasonable best efforts to respond promptly to (and in any event within 14 days of receiving) any comments made by the SEC with respect to the Proxy Statement. The Company will include in the Proxy Statement (i) the recommendation of the Board of Directors that the stockholders of the Company vote in favor of the adoption of this Agreement and (ii) the Fairness Opinion. Parent shall cooperate with the Company in connection with the preparation of the Proxy Statement, and shall furnish all information concerning Parent and Merger Sub as the Company may reasonably request in connection with the preparation of the Proxy Statement. The Company will provide Parent with a reasonable opportunity to review and comment on the Proxy Statement, any amendment or supplement to the Proxy Statement and any written response to any comments or inquiry from the SEC prior to filing or providing such to the SEC, shall include in such document or response any comments reasonably proposed by Parent and will provide Parent with a copy of all such filings made with the SEC. (b) The Company will advise Parent as promptly as practicable after it receives notice of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (c) The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement or any supplemental proxy, at the time of mailing thereof and at the time of the Company Shareholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent agrees that none of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Proxy Statement or any supplemental proxy, at the time of mailing thereof and at the time of the Company Shareholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall duly call, give notice of, convene and hold an annual or special meeting of the Company's shareholders (the "Company Shareholders Meeting") as promptly as reasonably practicable within 60 days following the SEC's approval of the filing of the Proxy Statement for the purpose of obtaining the Required Company Vote with respect to the Merger and the transactions contemplated by this Agreement and, in connection therewith, the Company shall mail the Proxy Statement to the holders of Company Common Stock in advance of such meeting in a timely manner in compliance with all Applicable Laws and with the Company's organizational documents. The Company shall take all lawful action to (i) solicit from the holders of Company Common Stock proxies in favor of the adoption of this Agreement and approval of the Merger and the other transactions contemplated by this Agreement and (ii) take all other actions necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by Applicable Law to obtain such approval, including confirming its approval and recommendation of the terms of this Agreement upon request; provided that the Company may (and at the request of the Parent shall) extend the date of the Company Shareholders Meeting to the extent (A) necessary in order to obtain a quorum of its shareholders or (B) the Company reasonably determines that such delay is required by Applicable Law. At the Company Shareholders Meeting, Parent and its Affiliates will vote all Shares owned by them, if any, in favor of adoption of this Agreement and approval of the Merger. The Company shall not be required to hold the Company Shareholders Meeting if this Agreement is terminated before that meeting is held.

Preparation of Proxy Statement; Shareholders Meetings. (a) As promptly as practicable after the date hereof, and in any event within 90 days following the date hereof, the Company parties hereto shall prepare and file with the SEC a preliminary proxy statement relating to the Joint Proxy Statement and the Registration Statement (in which the Joint Proxy Statement will be included). Each of Parent and the Company Shareholders Meeting (together with any amendments thereof or supplements thereto, the "Proxy Statement") in compliance with the applicable provisions of the Exchange Act. The Company will shall use its reasonable best efforts to respond promptly to (and in any event within 14 days of receiving) any comments made have the Joint Proxy Statement cleared by the SEC and the Registration Statement declared effective under the 1933 Act by the SEC as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Parent and the Company shall make all other necessary filings with respect to the Proxy StatementMerger and the transactions contemplated hereby under the 1933 Act and the 1934 Act and applicable state "blue sky" laws and the rules and regulations thereunder. The Each of Parent and the Company will include in shall, as promptly as practicable after receipt thereof, provide the other parties with copies of any written comments, and advise each other of any oral comments, with respect to the Joint Proxy Statement (i) or Registration Statement received from the recommendation of the Board of Directors that the stockholders of the Company vote in favor of the adoption of this Agreement and (ii) the Fairness OpinionSEC. Parent shall cooperate with the Company in connection with the preparation of the Proxy Statement, and shall furnish all information concerning Parent and Merger Sub as the Company may reasonably request in connection with the preparation of the Proxy Statement. The Company will provide Parent with a reasonable opportunity to review and comment on the Proxy Statement, any No amendment or supplement to the Joint Proxy Statement or the Registration Statement (including incorporation by reference) shall be made without the approval of both Parent and any written response the Company, which approval shall not be unreasonably withheld or delayed; provided that with respect to any comments documents filed by a party that are incorporated by reference in the Joint Proxy Statement or inquiry from the SEC prior Registration Statement, this right of approval shall apply only with respect to filing or providing such information relating to the SECother party or its business, shall include in such document financial condition or response any comments reasonably proposed by results of operations. Parent will use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Parent's shareholders, and will provide Parent with a copy of all such filings made with the SEC. (b) The Company will advise Parent use reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, in each case, as promptly as practicable after the Registration Statement is declared effective under the 1933 Act. Each of Parent and the Company will advise the other parties, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or comments thereon the Registration Statement. If, at any time prior to the Effective Time, any information relating to Parent and responses thereto the Company, or requests any of their respective Affiliates, officers or directors, is discovered by Parent or the SEC for additional information. (c) The Company agrees that none should be set forth in an amendment or supplement to any of the information supplied Registration Statement or to be supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement or so that any supplemental proxy, at the time of mailing thereof and at the time of the Company Shareholders Meeting, will contain an untrue statement such documents would not include any misstatement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. , the party hereto discovering such information shall promptly notify the other parties and, to the extent required by law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the shareholders of Parent agrees that none of and the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Proxy Statement or any supplemental proxy, at the time of mailing thereof and at the time of the Company Shareholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingCompany. (db) The Company shall duly call, give notice of, convene and hold an annual or special cause a meeting of the Company's its shareholders (the "Company Shareholders MeetingCOMPANY SHAREHOLDER MEETING") to be duly called and held as promptly soon as reasonably practicable within 60 days following the SEC's approval of the filing of the Proxy Statement for the purpose of obtaining voting on the Required matters requiring the Company Vote with respect Shareholder Approval and, subject to Section 7.05(b), the Board of Directors of the Company shall recommend approval of this Agreement and the Merger (and all related proposals) by the shareholders of the Company. In connection with such meeting, and subject to Section 7.05(b), the Company shall use its best efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated by this Agreement hereby and shall otherwise comply with all legal requirements applicable to such meeting. (c) Parent shall cause a meeting of its shareholders (the "PARENT SHAREHOLDER MEETING" and, in connection therewithtogether with the Company Shareholder Meeting, the Company "SHAREHOLDER MEETINGS") to be duly called and held as soon as reasonably practicable for the purpose of voting on the matters requiring the Parent Shareholder Approval and, subject to Section 7.05(b), the Board of Directors of Parent shall mail the Proxy Statement to the holders of Company Common Stock in advance of such meeting in a timely manner in compliance with all Applicable Laws and with the Company's organizational documents. The Company shall take all lawful action to (i) solicit from the holders of Company Common Stock proxies in favor of the adoption of this Agreement and recommend approval of the Merger matters constituting the Parent Shareholder Approval (and all related proposals) by the other transactions contemplated by this Agreement shareholders of Parent. In connection with such meeting, and (ii) take all other actions necessary or advisable subject to secure the vote or consent of the holders of Company Common Stock required by Applicable Law Section 7.05(b), Parent shall use its best efforts to obtain such approval, including confirming its approval and recommendation of the terms of this Agreement upon request; provided that the Company may (and at the request of the Parent shall) extend the date of the Company Shareholders Meeting Shareholder Approval and shall otherwise comply with all legal requirements applicable to the extent (A) necessary in order to obtain a quorum of its shareholders or (B) the Company reasonably determines that such delay is required by Applicable Law. At the Company Shareholders Meeting, Parent and its Affiliates will vote all Shares owned by them, if any, in favor of adoption of this Agreement and approval of the Merger. The Company shall not be required to hold the Company Shareholders Meeting if this Agreement is terminated before that meeting is heldmeeting.

Preparation of Proxy Statement; Shareholders Meetings. (a) As promptly as reasonably practicable after the date hereof, and in any event within 90 days following the date hereof, Parent and the Company shall prepare and file with the SEC a preliminary mutually acceptable proxy statement relating to materials which shall constitute the Company Shareholders Meeting Joint Proxy Statement/Prospectus (together with such proxy statement/prospectus, and any amendments thereof or supplements thereto, the "Joint Proxy Statement/Prospectus") and Parent shall prepare and file a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in compliance the Merger (the "Form S-4"). The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange ActAct and the rules and regulations thereunder. The Each of Parent and the Company will shall use its reasonable best efforts to respond promptly to (and in any event within 14 days of receiving) any comments made have the Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. The Company Parent will include in the Proxy Statement (i) the recommendation of the Board of Directors that the stockholders of provide the Company vote in favor of the adoption of this Agreement and (ii) the Fairness Opinion. Parent shall cooperate with the Company in connection with the preparation of the Proxy Statement, and shall furnish all information concerning Parent and Merger Sub as the Company may reasonably request in connection with the preparation of the Proxy Statement. The Company will provide Parent with a reasonable opportunity to review and comment on the Proxy Statement, any amendment or supplement to the Proxy Statement and any written response to any comments or inquiry from the SEC Form S-4 prior to filing or providing such to with the SEC, shall include in such document or response any comments reasonably proposed by Parent and will provide Parent the Company with a copy of all such filings made with the SEC. . Notwithstanding any other provision herein to the contrary, no amendment or supplement (bincluding by incorporation by reference) The to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; provided that, with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that Parent, in connection with a Change in the Parent Recommendation, and the Company, in connection with a Change in the Company Recommendation, may amend or supplement the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment (as defined below) to effect such a Change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions to be accurately described. A "Qualifying Amendment" means an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) to the extent it contains (i) a Change in the Parent Recommendation or a Change in the Company Recommendation (as the case may be), (ii) a statement of the reasons of the Board of Directors of Parent or the Company (as the case may be) for making such Change in the Parent Recommendation or Change in the Company Recommendation (as the case may be) and (iii) additional information reasonably related to the foregoing. Parent will use reasonable best efforts to cause the Joint Proxy Statements/Prospectus to be mailed to Parent shareholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, in each case after the Form S-4 is declared effective under the Securities Act at such time as reasonably agreed on by the Parties. Parent shall also take any action required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise Parent as the other party, promptly as practicable after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement Statement/Prospectus or comments thereon and responses thereto the Form S-4. If at any time prior to the Effective Time any information relating to Parent or requests the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the SEC for additional information. (c) The Company agrees that none which should be set forth in an amendment or supplement to any of the information supplied Form S-4 or to be supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement or Statement/Prospectus so that any supplemental proxy, at the time of mailing thereof and at the time of the Company Shareholders Meeting, will contain an untrue statement such documents would not include any misstatement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent agrees that none of , the party which discovers such information supplied or to be supplied by Parent for inclusion or incorporation by reference in shall promptly notify the Proxy Statement or any supplemental proxy, at the time of mailing thereof and at the time of the Company Shareholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall duly call, give notice of, convene and hold an annual or special meeting of the Company's shareholders (the "Company Shareholders Meeting") as promptly as reasonably practicable within 60 days following the SEC's approval of the filing of the Proxy Statement for the purpose of obtaining the Required Company Vote with respect to the Merger and the transactions contemplated by this Agreement other party hereto and, in connection therewith, the Company shall mail the Proxy Statement to the holders of Company Common Stock in advance of such meeting in a timely manner in compliance with all Applicable Laws and with the Company's organizational documents. The Company shall take all lawful action to (i) solicit from the holders of Company Common Stock proxies in favor of the adoption of this Agreement and approval of the Merger and the other transactions contemplated by this Agreement and (ii) take all other actions necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by Applicable Law to obtain such approval, including confirming its approval and recommendation of the terms of this Agreement upon request; provided that the Company may (and at the request of the Parent shall) extend the date of the Company Shareholders Meeting to the extent (A) necessary in order to obtain a quorum of its shareholders or (B) the Company reasonably determines that such delay is required by Applicable Law. At law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the Company Shareholders Meeting, SEC and disseminated to the shareholders of Parent and its Affiliates will vote all Shares owned by them, if any, in favor of adoption of this Agreement and approval of the Merger. The Company shall not be required to hold the Company Shareholders Meeting if this Agreement is terminated before that meeting is heldCompany.

Preparation of Proxy Statement; Shareholders Meetings. (a) As promptly as practicable after After the date hereofAcceptance Time and the expiration of any Subsequent Offering Period, and in any event within 90 days following if Parent does not then beneficially own sufficient Shares on a Fully Diluted Basis to effect a merger not requiring the date hereofapproval of the shareholders of the Company pursuant to the NJBCA, the Company shall shall, as soon as reasonably practicable thereafter, prepare and file with the SEC a the Proxy Statement in preliminary proxy statement relating to form, and each of the Company Shareholders Meeting (together with and Parent shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to any amendments thereof or supplements thereto, the "Proxy Statement") in compliance with the applicable provisions comments of the Exchange ActSEC and its staff with respect thereto. The Company will use its reasonable best efforts to respond shall notify Parent as promptly to (and in any event within 14 days as reasonably practicable of receiving) the receipt of any comments made from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all material correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. The Company will include in the Proxy Statement (i) the recommendation of the Board of Directors that the stockholders of the Company vote in favor of the adoption of this Agreement and (ii) the Fairness Opinion. Parent shall cooperate with the Company in connection with the preparation of the Proxy Statement, and shall furnish all information concerning give Parent and Merger Sub as the Company may reasonably request in connection with the preparation of the Proxy Statement. The Company will provide Parent with its counsel a reasonable opportunity to review and comment provide reasonable comments on the Proxy Statement, if a Company Shareholders Meeting is required, prior to its being filed with the SEC and shall give Parent and its counsel a reasonable opportunity to review and provide reasonable comments on all amendments and supplements to the Proxy Statement, if a Company Shareholders Meeting is required, and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. If at any time prior to receipt of the Required Company Shareholder Vote there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement. The Company shall use its commercially reasonable efforts to cause the Proxy Statement and any written response all required amendments and supplements thereto to be mailed to the holders of Shares as promptly as reasonably practicable after filing the Proxy Statement with the SEC and resolution of any comments or inquiry thereon from and clearance by the SEC prior to filing or providing such to the SEC, shall include in such document or response any comments reasonably proposed by Parent and will provide Parent with a copy of all such filings made with the SECits staff. (b) The Company will advise Parent as promptly as practicable after it receives notice After the Acceptance Time and the expiration of any request by Subsequent Offering Period, if Parent does not then beneficially own sufficient Shares on a Fully Diluted to effect a merger not requiring the SEC for amendment approval of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (c) The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement or any supplemental proxy, at the time of mailing thereof and at the time shareholders of the Company Shareholders Meetingpursuant to the NJBCA, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent agrees that none of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Proxy Statement or any supplemental proxy, at the time of mailing thereof and at the time of the Company Shareholders Meetingshall, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinas soon as reasonably practicable thereafter, in light of the circumstances under which they were made, not misleading. (d) The Company shall duly call, give notice of, convene and hold an annual or special a meeting of the Company's its shareholders (the "“Company Shareholders Meeting"”) as promptly as reasonably practicable within 60 days following the SEC's approval of the filing of the Proxy Statement for the purpose of obtaining seeking the Required Company Vote with respect to the Merger and the transactions contemplated by this Agreement and, in connection therewith, the Company shall mail the Proxy Statement to the holders of Company Common Stock in advance of such meeting in a timely manner in compliance with all Applicable Laws and with the Company's organizational documentsShareholder Vote. The Company Board shall take all lawful action to (i) solicit from the holders of Company Common Stock proxies in favor of the recommend adoption of this Agreement and approval (the “Company Voting Proposal”) by the shareholders of the Merger Company and include such recommendation in the other transactions contemplated by this Agreement and (ii) take all other actions necessary Proxy Statement. Notwithstanding anything to the contrary contained herein, the Company, after consultation with Parent, may adjourn or advisable to secure the vote or consent of the holders of Company Common Stock required by Applicable Law to obtain such approval, including confirming its approval and recommendation of the terms of this Agreement upon request; provided that the Company may (and at the request of the Parent shall) extend the date of postpone the Company Shareholders Meeting to the extent (A) necessary in order to obtain a quorum of its shareholders ensure that any required supplement or (B) amendment to the Proxy Statement is provided to the Company reasonably determines that such delay is required by Applicable Law. shareholders. (c) At the Company Shareholders Meeting, Parent and its Affiliates will vote shall cause all Shares purchased pursuant to the Offer and all other Shares beneficially owned by themParent, if anyMerger Sub or any Parent Subsidiary, and shall use its best efforts to cause any Shares beneficially owned by any non-controlled Affiliate of Parent, to be present so as to be counted for quorum purposes and voted in favor of adoption of this the Company Voting Proposal. (d) Notwithstanding anything contained in the Agreement to the contrary, if following the Acceptance Time Merger Sub is not obligated to exercise the Top-Up Option and approval of the Merger. The Company shall not be required prepares the proxy materials pursuant to hold Section 6.1(a), or calls the Company Shareholders Meeting pursuant to Section 6.1(b), and Merger Sub thereafter, if this Agreement is terminated before that meeting is heldpermitted by applicable Law, acquires additional Shares, which together with the Shares acquired by Merger Sub in the Offer represent a number of Shares that, if acquired prior to the Acceptance Time would have obligated Merger Sub to exercise the Top-Up Option, and Merger Sub exercises the Top-Up Option and the Company delivers the Top-Up Option Shares pursuant to Section 1.4(c), the Company shall, as applicable, take all steps necessary to terminate and/or withdraw the filings of its proxy materials with respect to the Company Shareholders Meeting and cancel the Company Shareholders Meeting.