Common use of Preparation of Proxy Statement; Stockholder Meeting Clause in Contracts

Preparation of Proxy Statement; Stockholder Meeting. The Company shall, as promptly as practicable, prepare and file with the Commission a proxy statement (the "Proxy Statement") with respect to the stockholder approval of the Stock Purchase and the Charter Amendment. The Company shall cause the Proxy Statement and the accompanying solicitation of proxies to comply with applicable Law, including the Exchange Act, and any rule or listing requirement of any national stock exchange or Commission recognized trading market on which securities issued by the Company are listed or quoted. The Company shall provide the Investors and their counsel with (a) a reasonable opportunity to review and comment on any draft of the Proxy Statement or any amendment or supplement thereto prior to its filing with the Commission, and (b) copies of all such filings and all written comments (and details of all oral comments) received from the Commission with respect thereto promptly following receipt thereof. If at any time prior to the Closing Date any event should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly so advise the Investors and such event shall be so described, and such amendment or supplement (which the Investors shall have a reasonable opportunity to review prior to its filing) shall be promptly filed with the Commission and, to the extent required by applicable Law or any rule or listing requirement of any national stock exchange or Commission recognized trading market on which securities issued by the Company are listed or quoted, disseminated to the stockholders of the Company. The Company shall use its commercially reasonable efforts to cause such Proxy Statement to be mailed to its stockholders at the earliest practicable date. The Company shall take all lawful action to (i) cause a special meeting of its stockholders (the "Company Stockholder Meeting") to be duly called and held as soon as practicable after the date of this Agreement for the purpose of voting on the approval of the Stock Purchase and the Charter Amendment, and (ii) solicit proxies from its stockholders to obtain the Company Requisite Vote for the approval of the Stock Purchase and the Charter Amendment. The Board of Directors shall recommend that the Company's stockholders approve the Stock Purchase and the Charter Amendment, and the Board of Directors shall not withdraw, amend or modify, in a manner adverse to the Investors, such recommendation (or announce publicly its intention to do so) unless and until this Agreement shall have been terminated in accordance with its terms or unless the Board of Directors determines in good faith that it is required to do so in the exercise of its fiduciary duties after consulting with outside legal counsel; provided that in the event the Investors terminate this Agreement pursuant to Section 7.01(k) hereof, the Company pays the termination fee contemplated in Section 7.03.

Preparation of Proxy Statement; Stockholder Meeting. The (a) In connection with the Stockholder Meeting, the Company shall, as promptly as practicable, shall prepare and file with the Commission SEC the Proxy Statement, amended to reflect the transactions and terms contemplated hereby and by the Settlement Agreement, as promptly as reasonably practicable, and in any event by no later than five (5) Business Days following the date hereof. The Investor and the Company shall cooperate in the preparation and filing of the Proxy Statement to the extent related to the transactions contemplated hereby. The Company will advise the Investor promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information insofar as any such request for amendment, comment, response or request for additional information relates to the transactions contemplated hereby and will promptly provide the Investor with copies of any written communication from the SEC or any state securities commission. The Company shall give the Investor and its counsel a reasonable opportunity to review and comment on the Proxy Statement, any amendments thereto and any responses of the Company in response to any request or comment of the SEC, in each case, to the extent related to the transactions contemplated hereby, and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Investor and its counsel. Other than the Proxy Statement, or as otherwise required by a court order or the Company’s governance documents, the Company shall agree not to file a proxy statement (or amend the "Proxy Statement") with respect , or take any action that would establish a new nomination deadline, relating to its next annual meeting of Stockholders until after the stockholder approval earlier of the Stock Purchase and Closing or the Charter Amendmenttermination of this Agreement. The Company shall cause the Proxy Statement and the accompanying solicitation of proxies to comply with applicable Law, including the Exchange Act, and any rule or listing requirement of any national stock exchange or Commission recognized trading market on which securities issued by the Company are listed or quoted. The Company shall provide the Investors and their counsel with (a) a reasonable opportunity to review and comment on any draft of the Proxy Statement or any amendment or supplement thereto prior to its filing with the Commission, and (b) copies of all such filings and all written comments (and details of all oral comments) received from the Commission with respect thereto promptly following receipt thereof. If at any time prior to the Closing Date any event should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly so advise the Investors and such event shall be so described, and such amendment or supplement (which the Investors shall have a reasonable opportunity to review prior to its filing) shall be promptly filed with the Commission and, to the extent required by applicable Law or any rule or listing requirement of any national stock exchange or Commission recognized trading market on which securities issued by the Company are listed or quoted, disseminated to the stockholders of the Company. The Company shall use its commercially reasonable efforts to cause such Proxy Statement to be mailed to its stockholders at the earliest practicable date. The Company shall take all lawful action to (i) cause a special meeting of its stockholders (the "Company Stockholder Meeting") to be duly called and held Stockholders as soon promptly as reasonably practicable after it has been cleared by the date of this Agreement for the purpose of voting on the approval of the Stock Purchase and the Charter Amendment, and (ii) solicit proxies from its stockholders to obtain the Company Requisite Vote for the approval of the Stock Purchase and the Charter Amendment. The Board of Directors shall recommend that the Company's stockholders approve the Stock Purchase and the Charter Amendment, and the Board of Directors shall not withdraw, amend or modify, in a manner adverse to the Investors, such recommendation (or announce publicly its intention to do so) unless and until this Agreement shall have been terminated in accordance with its terms or unless the Board of Directors determines in good faith that it is required to do so in the exercise of its fiduciary duties after consulting with outside legal counsel; provided that in the event the Investors terminate this Agreement pursuant to Section 7.01(k) hereof, the Company pays the termination fee contemplated in Section 7.03SEC.

Preparation of Proxy Statement; Stockholder Meeting. The Company shall, as promptly as practicable, prepare and file with the Commission a proxy statement (the "Proxy StatementPROXY STATEMENT") with respect to the stockholder approval of the Stock Purchase and the Charter Amendment. The Company shall cause the Proxy Statement and the accompanying solicitation of proxies to comply with applicable Law, including the Exchange Act, and any rule or listing requirement of any national stock exchange or Commission recognized trading market on which securities issued by the Company are listed or quoted. The Company shall provide the Investors and their counsel with (a) a reasonable opportunity to review and comment on any draft of the Proxy Statement or any amendment or supplement thereto prior to its filing with the Commission, and (b) copies of all such filings and all written comments (and details of all oral comments) received from the Commission with respect thereto promptly following receipt thereof. If at any time prior to the Closing Date any event should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly so advise the Investors and such event shall be so described, and such amendment or supplement (which the Investors shall have a reasonable opportunity to review prior to its filing) shall be promptly filed with the Commission and, to the extent required by applicable Law or any rule or listing requirement of any national stock exchange or Commission recognized trading market on which securities issued by the Company are listed or quoted, disseminated to the stockholders of the Company. The Company shall use its commercially reasonable efforts to cause such Proxy Statement to be mailed to its stockholders at the earliest practicable date. The Company shall take all lawful action to (i) cause a special meeting of its stockholders (the "Company Stockholder MeetingCOMPANY STOCKHOLDER MEETING") to be duly called and held as soon as practicable after the date of this Agreement for the purpose of voting on the approval of the Stock Purchase and the Charter Amendment, and (ii) solicit proxies from its stockholders to obtain the Company Requisite Vote for the approval of the Stock Purchase and the Charter Amendment. The Board of Directors shall recommend that the Company's stockholders approve the Stock Purchase and the Charter Amendment, and the Board of Directors shall not withdraw, amend or modify, in a manner adverse to the Investors, such recommendation (or announce publicly its intention to do so) unless and until this Agreement shall have been terminated in accordance with its terms or unless the Board of Directors determines in good faith that it is required to do so in the exercise of its fiduciary duties after consulting with outside legal counsel; provided that in the event the Investors terminate this Agreement pursuant to Section 7.01(kSECTION 7.01(K) hereof, the Company pays the termination fee contemplated in Section SECTION 7.03.

Preparation of Proxy Statement; Stockholder Meeting. (a) As promptly as practicable after the date of this Agreement, the Company shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act (in any event no later than fifteenth calendar days after the date hereof) and (ii) set a preliminary record date for the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall, shall consult with Parent in good faith regarding the foregoing. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable, prepare practicable after the filing thereof. The Company shall obtain and file with furnish the Commission a proxy statement (information required to be included in the "Proxy Statement") , shall provide Parent and Acquisition Sub with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the stockholder approval of the Stock Purchase Proxy Statement, and the Charter Amendment. The Company shall cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders at the earliest practicable date. If at any time prior to obtaining the Company Stockholder Approval, any information relating to the Merger, the Company, Parent, Acquisition Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the accompanying solicitation of proxies Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to comply with the extent required by applicable Law, including disseminate such amendment or supplement to the Exchange Actstockholders of the Company. Notwithstanding the foregoing, and prior to filing or mailing the Proxy Statement (or any rule amendment or listing requirement supplement thereto) or responding to any comments of any national stock exchange or Commission recognized trading market on which securities issued by the SEC with respect thereto, the Company are listed or quoted. The Company shall provide the Investors give Parent, Acquisition Sub and their counsel with (a) a reasonable opportunity to review and comment on any draft of the Proxy Statement such document or any amendment response and shall give due consideration to all reasonable additions, deletions or supplement changes suggested thereto prior to its filing with the Commissionby Parent, Acquisition Sub and (b) copies of all such filings and all written comments (and details of all oral comments) received from the Commission with respect thereto promptly following receipt thereof. If at any time prior to the Closing Date any event should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly so advise the Investors and such event shall be so described, and such amendment or supplement (which the Investors shall have a reasonable opportunity to review prior to its filing) shall be promptly filed with the Commission and, to the extent required by applicable Law or any rule or listing requirement of any national stock exchange or Commission recognized trading market on which securities issued by the Company are listed or quoted, disseminated to the stockholders of the Company. The Company shall use its commercially reasonable efforts to cause such Proxy Statement to be mailed to its stockholders at the earliest practicable date. The Company shall take all lawful action to (i) cause a special meeting of its stockholders (the "Company Stockholder Meeting") to be duly called and held as soon as practicable after the date of this Agreement for the purpose of voting on the approval of the Stock Purchase and the Charter Amendment, and (ii) solicit proxies from its stockholders to obtain the Company Requisite Vote for the approval of the Stock Purchase and the Charter Amendment. The Board of Directors shall recommend that the Company's stockholders approve the Stock Purchase and the Charter Amendment, and the Board of Directors shall not withdraw, amend or modify, in a manner adverse to the Investors, such recommendation (or announce publicly its intention to do so) unless and until this Agreement shall have been terminated in accordance with its terms or unless the Board of Directors determines in good faith that it is required to do so in the exercise of its fiduciary duties after consulting with outside legal their counsel; provided that in the event the Investors terminate this Agreement pursuant to Section 7.01(k) hereof, the Company pays the termination fee contemplated in Section 7.03.

Preparation of Proxy Statement; Stockholder Meeting. The (a) Within ten (10) business days following receipt by Parent of a request for additional information and documentary materials pursuant to 15 USC §18a(e)(1)(A), Parent may, after consulting with and considering in good faith the views of the Company, by providing written notice to the Company shall(a “Meeting Election”), require the Company to, as promptly as practicablereasonably practicable (and in any event within fifteen (15) days) after a Meeting Election, prepare and file with the Commission SEC a proxy statement in preliminary form related to the Company Stockholder Meeting (together with any amendments thereof or supplements thereto, the "“Merger Proxy Statement"”); provided that if the waiting period (and any extension thereof) applicable to the Offer or the Merger under the HSR Act shall have expired or been terminated, (i) Parent may not deliver a Meeting Election and (ii) if a Meeting Election has already been delivered but the Company has not yet mailed the Merger Proxy Statement, the Meeting Election and any Offer Termination shall automatically be withdrawn and, if the Offer has been terminated or expired without any Shares having been accepted for payment, Purchaser shall recommence the Offer. The Company shall give Parent and its counsel reasonable opportunity to review and comment on the initial preliminary Merger Proxy Statement and all subsequent forms or versions of or amendments or supplements to the Merger Proxy Statement prior to the filing thereof with the SEC or dissemination to the holders of Shares and the Company shall give reasonable and good faith consideration to any timely comments thereon made by the other Party or its counsel. Parent and Purchaser shall promptly supply to the Company in writing, for inclusion in the Merger Proxy Statement, all information concerning Parent and Purchaser and their Affiliates required under applicable Legal Requirements to be included in the Merger Proxy Statement as is reasonably requested by the Company. Parent, Purchaser and the Company shall cooperate in good faith to determine the information regarding each of them that is necessary to include in the Merger Proxy Statement in order to satisfy applicable Legal Requirements. The Company agrees that the Merger Proxy Statement filed by the Company with the SEC (x) shall comply in all material respects with the Exchange Act and other applicable Legal Requirements and (y) shall not 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 light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by the Company with respect to information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the Merger Proxy Statement. Each of Parent, Purchaser and the Company agrees to respond promptly to any comments of the SEC or its staff and to promptly correct any information provided by it for use in the Merger Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Merger Proxy Statement as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable Legal Requirements. The Company shall (A) promptly notify Parent of the receipt of, and promptly provide Parent copies of, all comments from, and all correspondence with, the SEC or its staff with respect to the stockholder approval of the Stock Purchase and the Charter Amendment. The Company shall cause the Merger Proxy Statement and the accompanying solicitation of proxies to comply with applicable Law, including the Exchange Act, and any rule or listing requirement shall promptly notify Parent of any national stock exchange or Commission recognized trading market on which securities issued request by the Company are listed SEC or quoted. The Company shall its staff for any amendment or supplement thereto or for additional information, (B) provide the Investors Parent and their its counsel with (a) a reasonable opportunity to review and comment on any draft proposed correspondence between it and/or any of its Representatives on the one hand and the SEC or its staff on the other hand with respect to the Merger Proxy Statement and shall give reasonable and good faith consideration to any timely comments thereon made by Parent or any amendment or supplement thereto prior to its filing with the Commission, counsel and (bC) promptly provide Parent with final copies of all such filings and all written comments (and details any correspondence sent by it and/or any of all oral comments) received from its Representatives to the Commission SEC or its staff with respect thereto promptly following receipt thereof. If at any time prior to the Closing Date any event should occur which is required to be described in an amendment of, or a supplement to, the Merger Proxy Statement, and of any amendments or supplements to the Merger Proxy Statement. The Merger Proxy Statement shall include the Company shall promptly so advise the Investors and such event shall be so describedBoard Recommendation, and such amendment or supplement (which the Investors shall have a reasonable opportunity to review prior to its filing) shall be promptly filed with the Commission and, to the extent required by applicable Law or any rule or listing requirement of any national stock exchange or Commission recognized trading market on which securities issued by the Company are listed or quoted, disseminated to the stockholders of the Company. The Company shall use its commercially reasonable efforts to cause such Proxy Statement to be mailed to its stockholders at the earliest practicable date. The Company shall take all lawful action to (i) cause a special meeting of its stockholders (the "Company Stockholder Meeting") to be duly called and held as soon as practicable after the date of this Agreement for the purpose of voting on the approval of the Stock Purchase and the Charter Amendment, and (ii) solicit proxies from its stockholders to obtain the Company Requisite Vote for the approval of the Stock Purchase and the Charter Amendment. The Board of Directors shall recommend that the Company's stockholders approve the Stock Purchase and the Charter Amendment, and the Board of Directors shall not withdraw, amend or modify, in a manner adverse to the Investors, such recommendation (or announce publicly its intention to do so) unless and until this Agreement shall have been terminated in accordance with its terms or unless the Board of Directors determines has made a Company Adverse Recommendation Change in good faith that it is required to do so in accordance with Section 6.1. The Merger Proxy Statement shall include the exercise notice of its fiduciary duties after consulting with outside legal counsel; provided that in the event the Investors terminate this Agreement pursuant to Section 7.01(k) hereof, the Company pays Stockholder Meeting and the termination fee contemplated in notice and other information required by Section 7.03262(d) of the DGCL.