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

Preparation of Proxy Statement; Stockholders Meeting. (a) Subject to the last sentence of Section 6.01(b), the Company shall, as soon as practicable following the expiration of the Offer and the purchase of the shares of Company Common Stock pursuant thereto, prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company, Parent and Sub shall use their best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent promptly of the receipt of any comments 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 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. If at any time prior to receipt of the Company Stockholder Approval 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 stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its best efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC. (b) The Company shall, as soon as practicable following the expiration of the Offer and the purchase of the shares of Company Common Stock pursuant thereto, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of seeking the Company Stockholder Approval. Subject to Section 5.02(b)(i), the Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of each series of Company Capital Stock, the parties shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a stockholders meeting in accordance with Section 253 of the DGCL. (c) Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Parent, Sub or any other subsidiary of Parent to be voted in favor of the approval of this Agreement.

Preparation of Proxy Statement; Stockholders Meeting. (a) Subject to If the last sentence approval of Section 6.01(b)this Agreement by the Company's stockholders is required by Applicable Law, the Company shall, as soon as practicable following the expiration of the Offer Offer, prepare in accordance with the rules and the purchase regulations of the shares of Company Common Stock pursuant thereto, prepare SEC and file with the SEC the Proxy Statement in preliminary form, and each of the Company, Company and Parent and Sub shall use their its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent promptly of the receipt of any comments 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 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. If at any time prior to receipt of the Company Stockholder Approval 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 stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC. (b) The If the approval of this Agreement by the Company's stockholders is required by Applicable Law, the Company shall, as soon as practicable following the expiration of the Offer and the purchase of the shares of Company Common Stock pursuant theretoOffer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") Meeting for the purpose of seeking the Company Stockholder Approval. Subject to Section 5.02(b)(i), the The Company shall, through the Company Board, recommend to its stockholders that they give approve this Agreement and the Merger, except to the extent that the Company Stockholder Approval. Without limiting the generality Board shall have withdrawn or modified its approval or recommendation of the foregoingthis Agreement, the Company agrees that its obligations pursuant to Offer or the first sentence of this Merger as permitted by Section 6.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal6.02(b). Notwithstanding the foregoing, if Sub or any other subsidiary Subsidiary --------------- of Parent shall acquire at least 90% of the outstanding shares of each series of Company Capital Common Stock, the parties shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a stockholders meeting in accordance with Section 253 of the DGCL. (c) Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Parent, Sub or any other subsidiary Subsidiary of Parent to be voted in favor of the approval of this AgreementAgreement and the Merger.

Preparation of Proxy Statement; Stockholders Meeting. (a) Subject to If the last sentence of Section 6.01(b)Company Stockholder Approval is required by applicable Law, the Company shall, as soon as practicable following the expiration acceptance of the Offer and the purchase of the shares of Company Common Stock pursuant theretoto the Offer, prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company, Company and Parent and Sub shall use their its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent promptly of the receipt of any comments 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 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. If at any time prior to receipt of the Company Stockholder Approval 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 stockholders such an amendment or supplement. No filing of, or amendment to, the Proxy Statement will be made by the Company without providing Parent the opportunity to review and comment thereon. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC. (b) The If the Company Stockholder Approval is required by applicable Law, the Company shall, as soon as practicable following the expiration acceptance of the Offer and the purchase of the shares of Company Common Stock pursuant theretoto the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of seeking the Company Stockholder Approval. Subject to Section 5.02(b)(i), the The Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of each series of Company Capital Stock, the parties shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a stockholders meeting in accordance with Section 253 of the DGCL. (c) If the Company Stockholders Meeting is held, Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Parent, Sub or any other subsidiary of Parent to be voted at the Company Stockholders Meeting in favor of the approval adoption of this AgreementAgreement and shall, after acceptance of shares of Company Common Stock pursuant to the Offer, otherwise use its reasonable best efforts to cause the Merger to be completed as soon as practicable. (d) Notwithstanding the foregoing clauses (a), (b) and (c), if Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock, the parties shall, as soon as possible following the acceptance of shares of Company Common Stock pursuant to the Offer, take all necessary and appropriate action to cause the Merger to become

Preparation of Proxy Statement; Stockholders Meeting. (a) Subject to If the last sentence of Section 6.01(b)Company Stockholder Approval is required by applicable Law, the Company shall, as soon as practicable following the expiration acceptance of the Offer and the purchase of the shares of Company Common Stock pursuant theretoto the Offer, prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company, Company and Parent and Sub shall use their its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent promptly of the receipt of any comments 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 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. If at any time prior to receipt of the Company Stockholder Approval 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 stockholders such an amendment or supplement. No filing of, or amendment to, the Proxy Statement will be made by the Company without providing Parent the opportunity to review and comment thereon. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC. (b) The If the Company Stockholder Approval is required by applicable Law, the Company shall, as soon as practicable following the expiration acceptance of the Offer and the purchase of the shares of Company Common Stock pursuant theretoto the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of seeking the Company Stockholder Approval. Subject to Section 5.02(b)(i), the The Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of each series of Company Capital Stock, the parties shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a stockholders meeting in accordance with Section 253 of the DGCL. (c) If the Company Stockholders Meeting is held, Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Parent, Sub or any other subsidiary of Parent to be voted at the Company Stockholders Meeting in favor of the approval adoption of this AgreementAgreement and shall, after acceptance of shares of Company Common Stock pursuant to the Offer, otherwise use its reasonable best efforts to cause the Merger to be completed as soon as practicable. (d) Notwithstanding the foregoing clauses (a), (b) and (c), if Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock, the parties shall, as soon as possible following the acceptance of shares of Company Common Stock pursuant to the Offer, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a stockholders meeting in accordance with RCW 23B.11.040 of the Washington Law.

Preparation of Proxy Statement; Stockholders Meeting. (a) Subject to If the last sentence adoption of Section 6.01(b)this Agreement by the Company’s stockholders is required by Law, the Company shall, as soon as practicable following the expiration of the Offer and the purchase of the shares of Company Common Stock pursuant theretoOffer, prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company, Company and Parent and Sub shall use their best its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall promptly notify Parent promptly of the receipt of any comments 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 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. If at any time prior to receipt of the Company Stockholder Approval 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 stockholders such an amendment or supplement. The Company shall not mail any provide Parent and its counsel an opportunity to review and to propose comments to the Proxy StatementStatement prior to its being filed with the SEC and shall provide Parent and its counsel an opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information prior to their being filed with, or any amendment or supplement theretosent to, to which Parent reasonably objectsthe SEC. The Company shall use its best reasonable efforts to cause the Proxy Statement to be mailed to the Company's ’s stockholders as promptly as practicable after filing with the SEC. (b) The If the adoption of this Agreement by the Company’s stockholders is required by Law, the Company shall, at Parent’s request, as soon as practicable following the expiration of the Offer and the purchase of the shares of Company Common Stock pursuant theretoOffer, duly call, give notice of, convene and hold a meeting of its stockholders (the "“Company Stockholders Meeting"”) for the purpose of seeking the Company Stockholder Approval. Subject to Section 5.02(b)(i), the The Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval. Without limiting , except to the generality extent that the Company Board shall have withdrawn or modified its approval or recommendation of the foregoingthis Agreement, the Company agrees that its obligations pursuant to Offer or the first sentence of this Merger as permitted by Section 6.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal5.04(b). Notwithstanding the foregoing, if Parent, Holdings, Merger Sub or any other subsidiary of Parent shall acquire acquires at least 9090.0% of the outstanding shares of each series of the Company Capital Common Stock, the parties shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a stockholders meeting in accordance with Section 253 of the DGCL.. Table of Contents (c) Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Parent, Holdings, Merger Sub or any other subsidiary of Parent to be voted in favor of the approval adoption of this Agreement.

Preparation of Proxy Statement; Stockholders Meeting. (a) Subject to If the last sentence of Section 6.01(b)Company Stockholder Approval is required by applicable Law, the Company shall, as soon as practicable following the expiration acceptance of the Offer and the purchase of the shares of Company Common Stock pursuant theretoto the Offer, prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company, Company and Parent and Sub shall use their its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent promptly of the receipt of any comments 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 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. If at any time prior to receipt of the Company Stockholder Approval 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 stockholders such an amendment or supplement. No filing of, or amendment to, the Proxy Statement will be made by the Company without providing Parent the opportunity to review and comment thereon. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC. (b) The If the Company Stockholder Approval is required by applicable Law, the Company shall, as soon as practicable following the expiration acceptance of the Offer and the purchase of the shares of Company Common Stock pursuant theretoto the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company ------- Stockholders Meeting") for the purpose of seeking the Company Stockholder -------------------- Approval. Subject to Section 5.02(b)(i), the The Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval. Without limiting the generality of the foregoing, . (c) If the Company agrees that its obligations Stockholders Meeting is held, Parent shall cause all shares of Company Stock purchased pursuant to the first sentence Offer and all other shares of Company Stock owned by Purchaser or any other subsidiary of Parent to be voted at the Company Stockholders Meeting in favor of the adoption of this Section 6.01(b) shall not be affected by the commencementAgreement and shall, public proposal, public disclosure or communication after acceptance of shares of Company Stock pursuant to the Company of any Company Takeover Proposal. Offer, otherwise use its reasonable best efforts to cause the Merger to be completed as soon as practicable. (d) Notwithstanding the foregoingforegoing clauses (a), (b) and (c), if Sub Purchaser or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of each series class of Company Capital Stock, the parties shall, at as soon as possible following the request acceptance of Parentshares of Company Stock pursuant to the Offer, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a stockholders meeting in accordance with Section 253 of the DGCL. (c) Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Parent, Sub or any other subsidiary of Parent to be voted in favor of the approval of this Agreement.

Preparation of Proxy Statement; Stockholders Meeting. (a) Subject to If the last sentence approval and adoption of Section 6.01(b)this Agreement by the Company's stockholders is required by law, the Company shall, at Parent's request, as soon as practicable following the expiration of the Offer and the purchase of the shares of Company Common Stock pursuant theretoOffer, prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company, Parent and Sub Company shall use their its best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent promptly of the receipt of any comments 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 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. If at any time prior to receipt of the Company Stockholder Approval 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 stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its best efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC. (b) The To the extent that this Agreement requires Company Stockholder Approval, the Company shall, if requested by Parent and as soon as practicable following the expiration of the Offer and the purchase of the shares of Company Common Stock pursuant theretoOffer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of seeking the Company Stockholder ApprovalApproval (including establishing the record date, if requested by Parent, to be the date immediately after the date Merger Sub first purchases any shares of Company Common Stock pursuant to the Offer). Subject to Section 5.02(b)(i), the Company shall, through the The Company Board, subject to its fiduciary duties, shall recommend to its stockholders that they give the Company Stockholder Approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding the foregoing, if If Merger Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of each series of the Company Capital Common Stock, the parties shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a stockholders meeting in accordance with Section 253 of the DGCL. (c) Parent shall agrees to cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Parent, Merger Sub or any other subsidiary of Parent to vote to adopt and approve this Agreement and the Merger at the Company Stockholders Meeting or, at the election of Parent, to be voted subject to action by written consent in favor of the approval Company Stockholder Approval pursuant to Section 228 of this Agreementthe DGCL.

Preparation of Proxy Statement; Stockholders Meeting. (a) Subject to If the last sentence of Section 6.01(b)Company Stockholder Approval is required by applicable Law, the Company shall, as soon as practicable following the expiration acceptance of the Offer and the purchase of the shares of Company Common Stock pursuant theretoto the Offer, prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company, Company and Parent and Sub shall use their its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent promptly of the receipt of any comments 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 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. If at any time prior to receipt of the Company Stockholder Approval 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 stockholders such an amendment or supplement. No filing of, or amendment to, the Proxy Statement will be made by the Company without providing Parent the opportunity to review and comment thereon. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC. (b) The If the Company Stockholder Approval is required by applicable Law, the Company shall, as soon as practicable following the expiration acceptance of the Offer and the purchase of the shares of Company Common Stock pursuant theretoto the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of seeking the Company Stockholder Approval. Subject to Section 5.02(b)(i), the The Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval. Without limiting the generality of the foregoing, . (c) If the Company agrees that its obligations Stockholders Meeting is held, Parent shall cause all shares of Company Common Stock purchased pursuant to the first sentence Offer and all other shares of Company Common Stock owned by Sub or any other subsidiary of Parent to be voted at the Company Stockholders Meeting in favor of the adoption of this Section 6.01(b) shall not be affected by the commencementAgreement and shall, public proposal, public disclosure or communication after acceptance of shares of Company Common Stock pursuant to the Company of any Company Takeover Proposal. Offer, otherwise use its reasonable best efforts to cause the Merger to be completed as soon as practicable. (d) Notwithstanding the foregoingforegoing clauses (a), (b) and (c), if Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of each series of Company Capital Common Stock, the parties shall, at as soon as possible following the request acceptance of Parentshares of Company Common Stock pursuant to the Offer, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a stockholders meeting in accordance with Section 253 of the DGCL. (c) Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Parent, Sub or any other subsidiary of Parent to be voted in favor of the approval of this Agreement.

Preparation of Proxy Statement; Stockholders Meeting. (a) Subject to the last sentence of Section 6.01(b), the The Company shall, as soon as practicable following the expiration of the Offer and the purchase of the shares of Company Common Stock pursuant theretopracticable, prepare and file with the SEC the Proxy Statement proxy materials that shall constitute the proxy statement relating to the Merger and the Transactions to be submitted to the Company's stockholders at the Company Stockholders Meeting to approve the Merger and the Transactions (such proxy materials, and any amendments or supplements, the "PROXY STATEMENT") in preliminary form, and each of the Company, Parent and Sub Company shall use their its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Parent shall promptly provide to the Company shall notify all information regarding the Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements required to be included in the Proxy Statement or for additional information in accordance with the Exchange Act and the rules of the SEC thereunder. Except as otherwise expressly permitted in accordance with Section 6.02(d), the Proxy Statement shall supply Parent with copies include the recommendation of all correspondence between the Company or any of Board as provided in Section 4.04(b). Parent and its representatives, counsel shall be given a reasonable opportunity to review and comment on the one handProxy Statement and all related proxy materials prior to such documents being filed with the SEC. At the earliest practical date following clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to prepare and file with the SEC or its staff, on the other hand, with respect definitive Proxy Statement and to cause the definitive Proxy Statement to be mailed to the Company's stockholders, in each case at the earliest practicable date following the filing of the preliminary Proxy StatementStatement with the SEC. If at any time prior to receipt of the Company Stockholder Approval 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 stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its best efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC. (b) The Company shall, as soon as practicable following the expiration of the Offer and the purchase of the shares of Company Common Stock pursuant theretoshall establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders MeetingCOMPANY STOCKHOLDERS MEETING") for the purpose of seeking the Company Stockholder Approval. Subject to Section 5.02(b)(i), The record and meeting dates for the Company shall, through Stockholders Meeting shall be established so as to permit completion of the Merger and the other Transactions at the earliest practicable date and shall be reasonably acceptable to each of the Company Board, recommend to its stockholders that they give the Company Stockholder Approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of each series of Company Capital Stock, the parties shall, at the request of and Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a stockholders meeting in accordance with Section 253 of the DGCL. (c) The Company shall be required to comply with Section 7.01(b) notwithstanding any action taken by the Company Board pursuant to Section 6.02(d) to withdraw or modify its approval or recommendation of the Merger and this Agreement or to approve or recommend any Superior Company Proposal. (d) Parent shall shall: (i) cause all Sub promptly to submit this Agreement and the Transactions for approval and adoption by Parent by written consent of sole stockholder; (ii) cause the shares of Company Common Stock purchased pursuant to the Offer and all other shares capital stock of Company Common Stock owned by Parent, Sub or any other subsidiary of Parent to be voted in favor of the for adoption and approval of this Agreement, the Merger and the other Transactions; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the Transactions and to consummate the Merger.