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

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after the date of this Agreement, (i) Parent and the Company shall use their respective reasonable best efforts to prepare and cause to be filed with the SEC a mutually acceptable proxy statement (as amended or supplemented from time to time, the “Proxy Statement”) to be sent to the stockholders of the Company relating to the special meeting of such stockholders (including any postponement or adjournment thereof, the “Company Stockholders Meeting”) to be held to consider the adoption of this Agreement; and (ii) the Company, in consultation with Parent, shall 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. As promptly as practicable following the date of this Agreement, Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S‑4 (as amended or supplemented from time to time, the “Form S‑4”), in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Common Stock to be issued in the First Company Merger. The Company and Parent shall each use their respective reasonable best efforts to provide all information related to themselves and their respective Subsidiaries and stockholders as may be required or reasonably requested by the other Party or as requested by the staff of the SEC to be included in the Form S-4 and Proxy Statement, to cause the Form S-4 and Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after the date of this Agreement, (i) Parent and the Company shall use their respective reasonable best efforts to (i) prepare and cause to be filed with the SEC a mutually acceptable proxy statement (as amended or supplemented from time to time, the “Proxy Statement”) to be sent to the stockholders of the Company Parent Stockholders relating to the special meeting of such stockholders Parent Stockholders (including any postponement or adjournment thereof, the “Company Parent Stockholders Meeting”) to be held to consider the adoption approval of this Agreementthe Stock Issuance; and (ii) Parent shall use reasonable best efforts to commence broker searches at least twenty (20) Business Days prior to the Company, in consultation with Parent, shall set a preliminary record date for the Company Parent Stockholders Meeting and commence a broker search (or such shorter period as the SEC or its staff confirms is acceptable) pursuant to Section 14a‑13 14a-13 of the Exchange Act in connection therewith. As promptly as practicable following The Company and its counsel will be given a reasonable opportunity to review and comment on the date of this Agreement, Parent shall prepare (with the Company’s reasonable cooperation) and file Proxy Statement before it is filed with the SEC a registration statement on Form S‑4 (as amended or supplemented from time to time, and Parent will consider reasonable changes suggested by the “Form S‑4”), Company and its counsel in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Common Stock to be issued in the First Company Mergergood faith. The Company and Parent shall each use their respective reasonable best efforts to provide all information related to themselves and themselves, their respective Subsidiaries and stockholders equityholders as may be required or reasonably requested by the other Party or as requested by the staff of the SEC to be included in the Form S-4 and Proxy Statement, to cause the Form S-4 and Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after the date of this Agreement, (i) Parent and the Company shall use their respective reasonable best efforts to prepare and cause to be filed with the SEC a mutually acceptable proxy statement (as amended or supplemented from time to time, the “Proxy Statement”) to be sent to the stockholders of the Company relating to the special meeting of such stockholders (including any postponement or adjournment thereof, the “Company Stockholders Meeting”) to be held to consider the adoption of this Agreement; and (ii) the Company, in consultation with Parent, shall set a preliminary record date for the Company Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 14a-13 of the Exchange Act in connection therewith. As promptly as practicable following the date of this Agreement, Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S‑4 S-4 (as amended or supplemented from time to time, the “Form S‑4S-4”), in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Common Stock to be issued in the First Company Merger. The Company and Parent shall each use their respective reasonable best efforts to provide all information related to themselves and their respective Subsidiaries and stockholders as may be required or reasonably requested by the other Party or as requested by the staff of the SEC to be included in the Form S-4 and Proxy Statement, to cause the Form S-4 and Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after the date of this Agreement, (i) Parent and the Company shall use their respective reasonable best efforts to prepare and cause to be filed with the SEC a mutually acceptable proxy statement (as amended or supplemented from time to time, the “Proxy Statement”) to be sent to the stockholders of the Company relating to the special meeting of such stockholders (including any postponement or adjournment thereof, the “Company Stockholders Meeting”) to be held to consider the adoption of this Agreement; and (ii) the Company, in consultation with Parent, shall 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. As promptly as reasonably practicable following the date of this Agreementhereof, Parent MUSE and AVS shall prepare (with the Company’s reasonable cooperation) and file with the SEC mutually acceptable proxy materials which shall constitute the Proxy Statement/ Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and MUSE shall prepare and file a registration statement on Form S‑4 S-4 (as amended or supplemented from time the "Form S-4") with respect to time, the “Form S‑4”issuance of MUSE Common Stock in the Merger (the "Share Issuance"), in which the . The Proxy Statement Statement/Prospectus will be included in and will constitute a part of the Form S-4 as a MUSE's prospectus, . The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in connection all material respects with the registration under applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Each of the Parent Common Stock to be issued in the First Company Merger. The Company MUSE and Parent AVS shall each use their respective reasonable best efforts to provide all information related to themselves and their respective Subsidiaries and stockholders as may be required or reasonably requested by the other Party or as requested by the staff of the SEC to be included in have the Form S-4 and Proxy Statement, to cause the Form S-4 and Proxy Statement to comply with the rules and regulations promulgated declared effective by the SEC and to respond keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. MUSE and AVS 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 Proxy Statement/Prospectus received from the SEC. MUSE will provide AVS with a reasonable opportunity to review and comment on any comments amendment or supplement to the Form S-4 prior to filing such with the SEC, and will provide AVS with a copy of all such filings made with the SEC SEC. Notwithstanding any other provision herein to the contrary, no amendment or its staff.supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4