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

Preparation of Proxy Statement; Stockholder Meeting. (a) As promptly as practicable following the date hereof, Parent and the Company shall jointly prepare and Parent shall file with the SEC a registration statement on Form S-4 to register under the Securities Act the offer and sale of Parent Common Stock pursuant to the Merger (the “Form S-4”), which shall include a proxy statement in preliminary form related to the Company Stockholder Meeting, which shall also serve as the prospectus of Parent in connection with the offer and sale of Parent Common Stock pursuant to the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement/Prospectus”). Each of Parent and the Company shall use its reasonable best efforts to (i) have the Form S-4 declared effective under the Securities Act as promptly as practicable after its filing, (ii) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act, and (iii) keep the Form S-4 effective for so long as necessary to complete the Merger. The Company shall file with the SEC the Proxy Statement/Prospectus in definitive form as soon as practicable after the Form S-4 is declared effective by the SEC. Each of the Parties shall furnish to the other all information concerning such Party that is required by applicable Laws to be included in the Form S-4 and the Proxy Statement/Prospectus so as to enable Parent to file the Form S-4 and the Company to comply with its obligations under this Section 5.4(a). Parent, Merger Sub and the Company shall cooperate in good faith to determine the information regarding each of them that is necessary to include in the Form S-4 and the Proxy Statement/Prospectus in order to satisfy applicable Laws. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it or any of its Representatives for use in the Form S-4 and the Proxy Statement/Prospectus if and to the extent that such information shall have become false or misleading in any material respect. Each Party shall (A) provide the other and their respective counsels with a reasonable opportunity to review and comment on the Form S-4 and the Proxy Statement/Prospectus (and any amendments or supplements to the foregoing) prior to the filing thereof with the SEC, and shall give reasonable and good faith consideration to any timely comments thereon made by the other Party or its counsel, (B) promptly notify the other Party of the receipt of, and promptly provide the other Party copies of, all comments from, and all correspondence with, the SEC or its staff with respect to the Form S-4 and the Proxy Statement/Prospectus and shall promptly notify the other Party of any request by the SEC or its staff for any amendment or supplement thereto or for additional information, (C) provide the other Party and its counsel with a reasonable opportunity to review and comment on any 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 Form S-4 and the Proxy Statement/Prospectus and shall give reasonable and good faith consideration to any comments thereon made by the other Party or its counsel and (D) promptly provide the other Party with final copies of any correspondence sent by it and/or any of its Representatives to the SEC or its staff with respect to the Form S-4 and the Proxy Statement/Prospectus, and of any amendments or supplements to the Form S-4 and the Proxy Statement/Prospectus. The Proxy Statement/Prospectus shall include the fairness opinion of the Company’s financial advisor referenced in Section 3.19 and the notice and other information required by Section 262(d) of the DGCL.

Preparation of Proxy Statement; Stockholder Meeting. (a) As Without limiting Parent’s obligations pursuant to Section 1.2(b), as promptly as practicable following the date hereof, Parent and the Company shall jointly prepare and Parent shall file with the SEC a registration statement on Form S-4 to register under the Securities Act the offer and sale of Parent Common Stock pursuant to the First Merger (the “Merger Form S-4” and, together with the Offer Form S-4, the “Forms S-4”), which shall include a proxy statement in preliminary form related to the Company Stockholder Meeting, which shall also serve as the prospectus of Parent in connection with the offer and sale of Parent Common Stock pursuant to the First Merger (together with any amendments thereof or supplements thereto, the “Merger Proxy Statement/Prospectus”). Each of Parent and the Company shall use its reasonable best efforts to (i) from and after any Offer Termination (other than if this Agreement is terminated pursuant to Article VIII), have the Merger Form S-4 declared effective under the Securities Act as promptly as practicable after its filing, (ii) ensure that the Merger Form S-4 complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act, and (iii) keep the Merger Form S-4, if it is the Form S-4 declared effective by the SEC, effective for so long as necessary to complete the First Merger. The Company shall file with the SEC the Merger Proxy Statement/Prospectus in definitive form as soon as practicable after the Merger Form S-4 is declared effective by the SEC. Each of the Parties shall furnish to the other all information concerning such Party that is required by applicable Laws to be included in the Merger Form S-4 and the Merger Proxy Statement/Prospectus so as to enable Parent to file the Merger Form S-4 and the Company to comply with its obligations under this Section 5.4(a6.4(a). Parent, Merger Sub 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 Form S-4 and the Merger Proxy Statement/Prospectus in order to satisfy applicable Laws. Each of the Company, Parent and Merger Sub Purchaser shall promptly correct any information provided by it or any of its Representatives for use in the Merger Form S-4 and the Merger Proxy Statement/Prospectus if and to the extent that such information shall have become false or misleading in any material respect. Each Party shall (A) provide the other and their respective counsels with a reasonable opportunity to review and comment on the Merger Form S-4 and the Merger Proxy Statement/Prospectus (and any amendments or supplements to the foregoing) prior to the filing thereof with the SEC, and shall give reasonable and good faith consideration to any timely comments thereon made by the other Party or its counsel, (B) promptly notify the other Party of the receipt of, and promptly provide the other Party copies of, all comments from, and all correspondence with, the SEC or its staff with respect to the Merger Form S-4 and the Merger Proxy Statement/Prospectus and shall promptly notify the other Party of any request by the SEC or its staff for any amendment or supplement thereto or for additional information, (C) provide the other Party and its counsel with a reasonable opportunity to review and comment on any 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 Form S-4 and the Merger Proxy Statement/Prospectus and shall give reasonable and good faith consideration to any comments thereon made by the other Party or its counsel and (D) promptly provide the other Party with final copies of any correspondence sent by it and/or any of its Representatives to the SEC or its staff with respect to the Merger Form S-4 and the Merger Proxy Statement/Prospectus, and of any amendments or supplements to the Merger Form S-4 and the Merger Proxy Statement/Prospectus. Notwithstanding anything to the contrary in this Section 6.4(a), and subject to Section 6.3, the Company may amend or supplement the Merger Proxy Statement/Prospectus in connection with a Company Adverse Recommendation Change without the prior consent of Parent. The Merger Proxy Statement/Prospectus shall include the fairness opinion opinions of the Company’s financial advisor advisors referenced in Section 3.19 4.19 and the notice and other information required by Section 262(d) of the DGCL.

Preparation of Proxy Statement; Stockholder Meeting. (a) As promptly as reasonably practicable following (and in any event within fifteen (15) business days) after the date hereofof this Agreement, Parent and the Company shall jointly prepare and Parent shall file with the SEC a registration statement on Form S-4 to register under the Securities Act the offer and sale of Parent Common Stock pursuant to the Merger (the “Form S-4”), which shall include a proxy statement in preliminary form related to the Company Stockholder Meeting, which shall also serve as the prospectus of Parent in connection with the offer and sale of Parent Common Stock pursuant to the Merger Meeting (together with any amendments thereof or supplements thereto, the “Merger Proxy Statement/Prospectus”). Each The Company shall give Parent and its Representatives a reasonable opportunity to review and comment on the initial preliminary Merger Proxy Statement and all subsequent forms or versions of Parent 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 use give reasonable and good faith consideration to any timely comments thereon made by Parent or its reasonable best efforts Representatives. Parent and Merger Sub shall promptly supply to (i) have the Form S-4 declared effective under Company in writing, for inclusion in the Securities Act as promptly as practicable after its filing, (ii) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act, and (iii) keep the Form S-4 effective for so long as necessary to complete the Merger. The Company shall file with the SEC the Merger Proxy Statement/Prospectus in definitive form as soon as practicable after the Form S-4 is declared effective by the SEC. Each of the Parties shall furnish to the other , all information concerning such Party that is Guarantor, Parent and Merger Sub and their controlled Affiliates required by under applicable Laws Legal Requirements to be included in the Form S-4 and Merger Proxy Statement as is reasonably requested by the Proxy Statement/Prospectus so as to enable Parent to file the Form S-4 and the Company to comply with its obligations under this Section 5.4(a)Company. Parent, Merger Sub and the Company shall cooperate in good faith to determine the information regarding each of them that is necessary to include in the Form S-4 and the Merger Proxy Statement/Prospectus Statement in order to satisfy applicable LawsLegal Requirements. The Company covenants and agrees that the Merger Proxy Statement (i) at the time the Merger Proxy Statement (including the preliminary Merger Proxy Statement and all subsequent forms or versions of or amendments or supplements to the Merger Proxy Statement) is filed with the SEC, (ii) at the time the Merger Proxy Statement is first published, sent or disseminated to the holders of Shares, and (iii) at the time of the Company Stockholder Meeting, will (A) comply in all material respects with the Exchange Act and other applicable Legal Requirements and (B) 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 Guarantor, Parent or Merger Sub for inclusion or incorporation by reference in the Merger Proxy Statement. Each of the CompanyParent, Parent and Merger Sub shall 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 or any of its Representatives for use in the Form S-4 and the Merger Proxy Statement/Prospectus 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 promptly 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. Each Party The Company shall (A) provide the other and their respective counsels with a reasonable opportunity to review and comment on the Form S-4 and the Proxy Statement/Prospectus (and any amendments or supplements to the foregoing) prior to the filing thereof with the SEC, and shall give reasonable and good faith consideration to any timely comments thereon made by the other Party or its counsel, (Bx) promptly notify the other Party Parent of the receipt of, and promptly provide the other Party Parent copies of, all comments (including oral comments) from, and all correspondence with, the SEC or its staff with respect to the Form S-4 and the Merger Proxy Statement/Prospectus Statement and shall promptly notify the other Party Parent of any request by the SEC or its staff for any amendment or supplement thereto or for additional information, (Cy) provide the other Party Parent and its counsel with a reasonable opportunity to review and comment on any proposed correspondence between it and/or the Company or any of its Representatives Representatives, on the one hand hand, and the SEC or its staff staff, on the other hand hand, with respect to the Form S-4 and the Merger Proxy Statement/Prospectus Statement and shall give reasonable and good faith consideration to any timely comments thereon made by the other Party Parent or its counsel Representatives and (Dz) promptly provide the other Party Parent with final copies of any correspondence sent by it and/or the Company or any of its Representatives to the SEC or its staff with respect to the Form S-4 and the Merger Proxy Statement/Prospectus, and of any amendments or supplements to the Form S-4 and the Merger Proxy Statement/Prospectus. The Merger Proxy Statement/Prospectus Statement shall include the Company Board Recommendation, unless the Board of Directors has made a Company Adverse Change Recommendation in compliance with Section 5.1. The Merger Proxy Statement shall include (i) the fairness opinion of the Company’s financial advisor advisors referenced in Section 3.19 2.24, (ii) the notice of the Company Stockholder Meeting and (iii) the notice and other information required by Section 262(d) of the DGCL.

Preparation of Proxy Statement; Stockholder Meeting. (a) As Without limiting Parent’s obligations pursuant to Section 1.2(b), as promptly as practicable following the date hereof, Parent and the Company shall jointly prepare and Parent shall file with the SEC a registration statement on Form S-4 to register under the Securities Act the offer and sale of Parent Common Stock pursuant to the First Merger (the “Merger Form S-4” and, together with the Offer Form S-4, the “Forms S-4”), which shall include a proxy statement in preliminary form related to the Company Stockholder Meeting, which shall also serve as the prospectus of Parent in connection with the offer and sale of Parent Common Stock pursuant to the First Merger (together with any amendments thereof or supplements thereto, the “Merger Proxy Statement/Prospectus”). Each of Parent and the Company shall use its reasonable best efforts to (i) from and after any Offer Termination (other than if this Agreement is terminated pursuant to Article VIII), have the Merger Form S-4 declared effective under the Securities Act as promptly as practicable after its filing, (ii) ensure that the Merger Form S-4 complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act, and (iii) keep the Merger Form S-4, if it is the Form S-4 declared effective by the SEC, effective for so long as necessary to complete the First Merger. The Company shall file with the SEC the Merger Proxy Statement/Prospectus in definitive form as soon as practicable after the Merger Form S-4 is declared effective by the SEC. Each of the Parties shall furnish to the other all information concerning such Party that is required by applicable Laws to be included in the Merger Form S-4 and the Merger Proxy Statement/Prospectus so as to enable Parent to file the Merger Form S-4 and the Company to comply with its obligations under this Section 5.4(a). Parent6.4(a).Parent, Merger Sub 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 Form S-4 and the Merger Proxy Statement/Prospectus Statement/​Prospectus in order to satisfy applicable Laws. Each of the Company, Parent and Merger Sub Purchaser shall promptly correct any information provided by it or any of its Representatives for use in the Merger Form S-4 and the 45 TABLE OF CONTENTS Merger Proxy Statement/Prospectus if and to the extent that such information shall have become false or misleading in any material respect. Each Party shall (A) provide the other and their respective counsels with a reasonable opportunity to review and comment on the Merger Form S-4 and the Merger Proxy Statement/Prospectus (and any amendments or supplements to the foregoing) prior to the filing thereof with the SEC, and shall give reasonable and good faith consideration to any timely comments thereon made by the other Party or its counsel, (B) promptly notify the other Party of the receipt of, and promptly provide the other Party copies of, all comments from, and all correspondence with, the SEC or its staff with respect to the Merger Form S-4 and the Merger Proxy Statement/Prospectus and shall promptly notify the other Party of any request by the SEC or its staff for any amendment or supplement thereto or for additional information, (C) provide the other Party and its counsel with a reasonable opportunity to review and comment on any 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 Form S-4 and the Merger Proxy Statement/Prospectus and shall give reasonable and good faith consideration to any comments thereon made by the other Party or its counsel and (D) promptly provide the other Party with final copies of any correspondence sent by it and/or any of its Representatives to the SEC or its staff with respect to the Merger Form S-4 and the Merger Proxy Statement/Prospectus, and of any amendments or supplements to the Merger Form S-4 and the Merger Proxy Statement/Prospectus. Notwithstanding anything to the contrary in this Section 6.4(a), and subject to Section 6.3, the Company may amend or supplement the Merger Proxy Statement/Prospectus in connection with a Company Adverse Recommendation Change without the prior consent of Parent. The Merger Proxy Statement/Prospectus shall include the fairness opinion opinions of the Company’s financial advisor advisors referenced in Section 3.19 4.19 and the notice and other information required by Section 262(d) of the DGCL.

Preparation of Proxy Statement; Stockholder Meeting. (a) As 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 (a “Meeting Election”), require the Company to, as promptly as reasonably practicable following the date hereof(and in any event within fifteen (15) days) after a Meeting Election, Parent and the Company shall jointly prepare and Parent shall file with the SEC a registration statement on Form S-4 to register under the Securities Act the offer and sale of Parent Common Stock pursuant to the Merger (the “Form S-4”), which shall include a proxy statement in preliminary form related to the Company Stockholder Meeting, which shall also serve as the prospectus of Parent in connection with the offer and sale of Parent Common Stock pursuant to the Merger Meeting (together with any amendments thereof or supplements thereto, the “Merger Proxy Statement/Prospectus”); provided that if an HSR Filing has been made pursuant to Section 6.2(b), 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. Each 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 Parent 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 use give reasonable and good faith consideration to any timely comments thereon made by the other Party or its reasonable best efforts counsel. Parent and Purchaser shall promptly supply to (i) have the Form S-4 declared effective under Company in writing, for inclusion in the Securities Act as promptly as practicable after its filing, (ii) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act, and (iii) keep the Form S-4 effective for so long as necessary to complete the Merger. The Company shall file with the SEC the Merger Proxy Statement/Prospectus in definitive form as soon as practicable after the Form S-4 is declared effective by the SEC. Each of the Parties shall furnish to the other , all information concerning such Party that is Parent and Purchaser and their Affiliates required by under applicable Laws Legal Requirements to be included in the Form S-4 and Merger Proxy Statement as is reasonably requested by the Proxy Statement/Prospectus so as to enable Parent to file the Form S-4 and the Company to comply with its obligations under this Section 5.4(a)Company. Parent, Merger Sub Purchaser and the Company shall cooperate in good faith to determine the information regarding each of them that is necessary to include in the Form S-4 and the Merger Proxy Statement/Prospectus Statement in order to satisfy applicable LawsLegal 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, Parent Company agrees to respond promptly to any comments of the SEC or its staff and Merger Sub shall to promptly correct any information provided by it or any of its Representatives for use in the Form S-4 and the Merger Proxy Statement/Prospectus 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. Each Party The Company shall (A) provide the other and their respective counsels with a reasonable opportunity to review and comment on the Form S-4 and the Proxy Statement/Prospectus (and any amendments or supplements to the foregoing) prior to the filing thereof with the SEC, and shall give reasonable and good faith consideration to any timely comments thereon made by the other Party or its counsel, (B) promptly notify the other Party Parent of the receipt of, and promptly provide the other Party Parent copies of, all comments from, and all correspondence with, the SEC or its staff with respect to the Form S-4 and the Merger Proxy Statement/Prospectus Statement and shall promptly notify the other Party Parent of any request by the SEC or its staff for any amendment or supplement thereto or for additional information, (CB) provide the other Party Parent and its counsel with a reasonable opportunity to review and comment on any 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 Form S-4 and the Merger Proxy Statement/Prospectus Statement and shall give reasonable and good faith consideration to any timely comments thereon made by the other Party Parent or its counsel and (DC) promptly provide the other Party Parent with final copies of any correspondence sent by it and/or any of its Representatives to the SEC or its staff with respect to the Form S-4 and the Merger Proxy Statement/Prospectus, and of any amendments or supplements to the Form S-4 and the Merger Proxy Statement/Prospectus. The Merger Proxy Statement/Prospectus Statement shall include the fairness opinion Company Board Recommendation, unless the Board of Directors has made a Company Adverse Recommendation Change in accordance with Section 6.1. The Merger Proxy Statement shall include the notice of the Company’s financial advisor referenced in Section 3.19 Company Stockholder Meeting and the notice and other information required by Section 262(d) of the DGCL.