Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. As promptly as practicable following the date hereof, Monsoon shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the Proxy Statement and any necessary amendments or supplements thereto. If at any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include 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 party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counsel.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Monsoon Parent shall prepare and file with the applicable Governmental Entities and deliverSEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materials, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the Proxy Statement and any necessary amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Closing Effective Time any information relating to Monsoon or Indigo Parent, Parent or any of their respective its Affiliates, directors officers or officersdirectors, should be or the Transaction is discovered by Monsoon Parent or Indigo Parent Buyer which should be set forth in an amendment or supplement to the Proxy Statement, Statement so that any of such document documents would not include 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 which discovers such information shall promptly notify the other party and hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, SEC and disseminated to the extent required by applicable Law, delivered to the holders stockholders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselParent.

Preparation of Proxy Statement. As promptly as practicable following the date hereof, Monsoon Xxxxx shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of SEC the Proxy Statement at the earliest practicable date after the Offer has expired or terminated (unless 90% or more of outstanding Xxxxx Common Stock is acquired by Merger Sub pursuant to the Offer or Xxxxx Common Stock ceases to be registered under the Exchange Act in accordance with applicable law); and any necessary amendments or supplements theretoshall use all reasonable efforts to have the Proxy Statement cleared by the SEC. If at any time prior to the Closing Effective Time any information relating event shall occur that is required to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment of or a supplement to the Proxy Statement, so that Xxxxx shall prepare and file with the SEC such document would not include any misstatement of a material fact amendment or omit to state any material fact necessary to make supplement as soon thereafter as is reasonably practicable. Buyer, Merger Sub and Xxxxx shall cooperate with each other in the statements therein, in light preparation of the circumstances under which they were madeProxy Statement, not misleading, the party that discovers such information and Xxxxx shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders Buyer of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies receipt of any written comments, and shall inform Indigo Parent comments of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or any of the Transactions, including any request for amendments or supplements to the Proxy Statement supplement thereto or for additional information, in each case and shall promptly after receipt provide to Buyer copies of such comments all correspondence between Xxxxx or request, any representative of Xxxxx and any written or oral responses theretothe SEC with respect to the Proxy Statement. Indigo Parent Xxxxx shall give Buyer and its counsel shall be given a reasonable the opportunity to review the Proxy Statement and any amendments all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or supplements thereto sent to, the SEC. If the Proxy Statement is required to be filed with the SEC, each of Xxxxx, Buyer and Monsoon shall give due consideration Merger Sub agrees to use all reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the additions, deletions or changes suggested thereto by Indigo Parent and its counselholders of Xxxxx Common Stock entitled to vote at the Shareholder Meeting at the earliest practicable time.

Preparation of Proxy Statement. As promptly as practicable following Each of the date hereof, Monsoon Parties shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement. The Company shall prepare and file with the applicable Governmental Entities and deliverSEC as promptly as reasonably practicable a preliminary Proxy Statement (but in no event later than fifteen (15) Business Days after the date of this Agreement); provided, or cause to be deliveredhowever, to that the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent Company shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the such preliminary Proxy Statement to Parent and any necessary amendments or supplements thereto. If at any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include 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 party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo give Parent and its legal counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the such preliminary Proxy Statement prior to filing with the SEC and any amendments or supplements thereto and Monsoon shall give due consideration to the accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. The Company shall notify Parent of the receipt of any comments of the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent as promptly as reasonably practicable copies of all written correspondence between the Company or any representative of the Company and the SEC with respect to the Proxy Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, the Company shall use its reasonable best efforts to respond as promptly as practicable to the comments of the SEC and to cause the Proxy Statement in definitive form to be cleared by Indigo the SEC. The Company shall provide Parent and its counsellegal counsel with a reasonable opportunity to review any amendment or supplement to the preliminary Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent shall promptly provide the Company with such information in its possession as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement has been included therein by the Company, the Company shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed (including by electronic delivery if permitted) as promptly as practicable thereafter to its stockholders of record, as of the record date established by the Board.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following the date hereof, Monsoon and in any event within fifteen (15) Business Days after the date hereof, Fleetmatics shall prepare and file with the applicable Governmental Entities and deliverSEC preliminary proxy materials which shall constitute the Scheme Document, or cause which shall also constitute the proxy statement relating to the matters to be delivered, submitted to the holders of Fleetmatics Shareholders at the Monsoon Ordinary SharesCourt Meeting and the EGM (such Proxy Statement, a proxy statement to be used to seek the Monsoon Shareholder Approval (and any amendments or supplements thereto, the “Proxy Statement”). Indigo Parent Verizon and Bidco shall cooperate with Fleetmatics in the preparation of the Proxy Statement and furnish all information concerning Verizon or Bidco, as the case may be, that is required in connection with the preparation of the Proxy Statement. Fleetmatics shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC and to mail the Proxy Statement to its shareholders as promptly as practicable (and in any event within five (5) Business Days after the date of the resolution of any comments of the SEC or the staff of the SEC with respect to the preliminary Proxy Statement), to the extent required by applicable Law. Fleetmatics shall, as promptly as practicable after receipt thereof, provide Verizon with copies of any written comments and advise Verizon of any oral comments with respect to the Proxy Statement received from the SEC or the Staff of the SEC. Fleetmatics shall provide Verizon with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and Fleetmatics will promptly provide Verizon with a copy of all such filings made with the SEC. Each Party shall use its reasonable best efforts to take any action required to be taken by it under any applicable state securities Laws in connection with the Acquisition, and each Party shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested by Monsoon and its advisers in connection with the preparationany such action. If, filing and distribution of the Proxy Statement and any necessary amendments or supplements thereto. If at any time prior to the Closing Effective Time, any information relating to Monsoon or Indigo Parentany of the Parties, or any of their respective Affiliates, directors officers or officersdirectors, should be discovered by Monsoon or Indigo Parent which either Party, and such information should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document documents would not include 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 Party that discovers such information shall promptly notify the other party and Party and, to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the applicable Governmental Entities by Monsoon SEC and, to the extent required by applicable Law, delivered disseminated to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselFleetmatics Shareholders.

Preparation of Proxy Statement. As promptly If the adoption of this Agreement by the Company’s stockholders is required by Applicable Law, then as soon as practicable following after the date hereofAcceptance Time, Monsoon the Company shall prepare and file with the applicable Governmental Entities and deliver, or shall cause to be deliveredfiled with the SEC in preliminary form the Proxy Statement. Except as expressly contemplated by Section 6.2(f) and Section 6.2(g), the Proxy Statement shall include the Company Board Recommendation. The Company will use reasonable best efforts to cause the holders Proxy Statement, at the time of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution mailing of the Proxy Statement and or any necessary amendments or supplements thereto. If , and at the time of the Company Stockholder Meeting, to not contain any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement 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 representation or warranty is made by the party that discovers such Company with respect to information supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall use reasonable best efforts to cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and to satisfy all rules of the NASDAQ. The Company shall promptly notify Parent and Merger Sub upon the other party and an appropriate amendment receipt of any comments from the SEC or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders staff of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement SEC or any request from the SEC or the staff of the Transactions, including any request SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Merger Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Merger Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or for additional informationthe dissemination thereof to the Company Stockholders, in each case promptly after receipt or responding to any comments of such comments the SEC or requestthe staff of the SEC with respect thereto, and any written or oral responses thereto. Indigo the Company shall provide Parent and its counsel shall be given Merger Sub a reasonable opportunity to review the Proxy Statement and any amendments to propose comments on such document or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselresponse.

Preparation of Proxy Statement. (a) As promptly soon as practicable following after the date hereofexecution of this Agreement, Monsoon Seller shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to filed with the holders of the Monsoon Ordinary Shares, a SEC preliminary proxy statement to be used to seek the Monsoon Shareholder Approval materials (the “Proxy Statement”)) for the solicitation of approval of the shareholders of Seller of (i) the Contemplated Transactions and (ii) the amendment of Seller’s amended and restated charter to change its corporate name to one which is not the same as or similar to its present name or any other trademark or trade style or name now or then used by Operating Company (collectively, the “Shareholder Approval”) and for the election of directors and such other matters as Seller and Buyer may reasonably agree. Indigo Parent Subject to compliance by Buyer with its covenants in this Section 6.3, Seller shall cause the Proxy Statement related thereto to materially comply with applicable law and the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and Seller shall use reasonable best efforts to cause the Proxy Statement to be mailed to Seller’s shareholders as promptly as practicable. Each party shall promptly furnish to the other party all information as concerning itself, its shareholders and its affiliates that may be required or reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the Proxy Statement and any necessary amendments or supplements theretoaction contemplated by this Section. If at any time prior to the Closing any information event relating to Monsoon or Indigo Parentany party occurs, or if any party becomes aware of their respective Affiliatesany information, directors or officers, that should be discovered by Monsoon or Indigo Parent which should be set forth disclosed in an amendment or supplement to the Proxy Statement, so that then such document would not include 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 inform the other party thereof and an appropriate shall cooperate with each other in filing such amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon SEC and, if appropriate, in mailing such amendment or supplement to the extent required by applicable Law, delivered to shareholders of Seller. The Proxy Statement shall include the holders recommendations of the Monsoon Ordinary SharesBoard of Directors of Seller in favor of Shareholder Approval. Monsoon agrees to provide Indigo Parent Buyer and its counsel with copies of any written comments, and advisors shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given have a reasonable opportunity to review and comment on the Proxy Statement and proxy materials prior to any amendments or supplements thereto and Monsoon shall give due consideration to filing with the additions, deletions or changes suggested thereto by Indigo Parent and its counselSEC.

Preparation of Proxy Statement. As promptly as reasonably practicable following the date hereof, Monsoon Seller shall prepare and file with the applicable Governmental Entities SEC proxy materials relating to obtaining the Required Seller Vote (such proxy materials, and deliverany amendments or supplements thereto, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent Seller shall, promptly after receipt thereof, but in no event later than two business days after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Seller shall furnish all information as may be reasonably requested by Monsoon cooperate and its advisers in connection provide Buyer with the preparation, filing a reasonable opportunity to review and distribution of comment on the Proxy Statement and any necessary amendments amendment or supplements theretosupplement thereto prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Seller will cause the Proxy Statement to be mailed to Seller’s stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform in all material respects to all applicable Laws. Seller will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Closing Effective Time any information relating to Monsoon or Indigo ParentSeller, Buyer or any of their respective Affiliates, directors officers or officersdirectors, should be or the Transaction is discovered by Monsoon Seller or Indigo Parent Buyer which should be set forth in an amendment or supplement to the Proxy Statement, Statement so that any of such document documents would not include 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 which discovers such information shall promptly notify the other party and hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, SEC and disseminated to the extent required by applicable Law, delivered to the holders stockholders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselSeller.

Preparation of Proxy Statement. As Paligent agrees that as promptly as practicable following the date hereof, Monsoon of this Agreement it shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval on Form 14A (the “Proxy Statement”). Indigo Parent Paligent shall furnish all information as may use commercially reasonable efforts to cause the Proxy Statement to be reasonably requested by Monsoon and mailed to its advisers in stockholders at the earliest practicable date following such filing. In connection with the preparationforegoing, filing IFL shall furnish to Paligent (and distribution be responsible for) all information related to it as is required to be included in the Proxy Statement. The Proxy Statement shall specify that (a) the following persons shall be standing for election as directors of Paligent: Xxxxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx Xxxxxx, Xxxx Xxxx and Xxxxx Xxxxxx; (b) Xxxxx Xxxxxx shall be chairman of the Proxy Statement board of directors; and any necessary amendments or supplements thereto(c) the following persons shall be appointed as the officers of Paligent with the title set after their name: Xxxxx Xxxxxx (chief executive officer and president), Xxxxxxxxx X. Xxxxx (chief financial officer, executive vice president and treasurer) and Xxxx Xxxx (secretary). If at any time prior to the Closing Effective Time any event with respect to IFL or with respect to other information relating supplied by IFL for inclusion in the Proxy Statement shall occur which is required to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth described in an amendment of, or a supplement to to, the Proxy Statement, IFL shall provide written notice thereof to Paligent and such event shall be so that described, and such document would not include 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 party and an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the applicable Governmental Entities by Monsoon SEC and, as required by law, disseminated. If, at any time prior to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of Effective Time any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff event with respect to the Proxy Statement Paligent or any of the Transactions, including any request Paligent Subsidiaries or with respect to other information supplied by Paligent for amendments or supplements to inclusion in the Proxy Statement shall occur, which is required to be described in an amendment of, or for additional informationa supplement to, in each case promptly after receipt of the Proxy Statement, such comments or requestevent shall be so described, and any written such amendment or oral responses thereto. Indigo Parent and its counsel supplement shall be given a reasonable opportunity to review promptly filed with the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additionsSEC and, deletions or changes suggested thereto as required by Indigo Parent and its counsellaw, disseminated.

Preparation of Proxy Statement. As promptly The Company, in consultation with Parent, shall prepare and file a proxy statement (together with any amendments or supplements thereto, and any other filings under the Exchange Act required in connection with the Merger, the “Proxy Statement“) with the SEC as soon as reasonably practicable following the date hereofof this Agreement. The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after filing. The Company shall notify Parent promptly of the receipt of any written or oral 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 will supply Parent with copies of all correspondence between the Company or any of its representatives, Monsoon on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. The Company shall consult with Parent and prepare written responses with respect to such written comments. No amendment or supplement to the Proxy Statement shall be made, and file no correspondence filed with the applicable Governmental Entities and deliverSEC with respect thereto, by the Company without the consent of Parent. The Company will advise Parent promptly after it receives notice that the Proxy Statement has been cleared by the SEC or cause to be delivered, to any request by the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution SEC for amendment of the Proxy Statement. To the extent permitted by Law, the Company shall cause the Proxy Statement and any necessary amendments or supplements theretoto be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement has been cleared by the SEC. If at any time prior to the Closing Company Stockholder Meeting there shall occur any information relating to Monsoon event (including discovery of any fact, circumstance or Indigo Parent, or event by any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which party hereto) that should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include 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 which discovers such information shall promptly notify the other party parties hereto and the Company shall promptly prepare and mail to its stockholders such an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon andsupplement, in each case to the extent required by applicable Law, delivered to . Parent shall cooperate with the holders Company in the preparation of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactionsamendment or supplement thereto, including any by providing such information as the Company may reasonably request for amendments or supplements to inclusion in the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselStatement.

Preparation of Proxy Statement. As promptly as reasonably practicable following after the date hereofhereof (and in any event within fifteen Business Days), Monsoon Parent shall prepare and file with the applicable Governmental Entities SEC the preliminary Proxy Statement in form and deliver, or cause substance reasonably satisfactory to be delivered, each of Parent and Buyer relating to the holders transactions contemplated hereby. Subject to the terms of the Monsoon Ordinary Sharesthis Agreement, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the Proxy Statement shall reflect the Recommendation and any necessary amendments or supplements theretoshall include a description of the other Board Actions. If at any time prior Buyer shall cooperate with Parent in the preparation of the preliminary Proxy Statement and the definitive Proxy Statement and shall furnish to Parent the Closing any information relating to Monsoon or Indigo ParentBuyer required by the Exchange Act. Parent shall use its commercially reasonable efforts, or after consultation with Buyer (and Buyer shall cooperate with Parent in good faith in connection therewith), to respond as promptly as practicable to any comments of their respective Affiliates, directors or officers, should the SEC and to cause the Proxy Statement in definitive form to be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement mailed to the Members at the earliest reasonably practicable time. Each of Parent and Buyer shall promptly correct any information provided by it for use in the Proxy Statement, so Statement if and to the extent that such document would not include any misstatement of a material fact it shall have become false or omit to state misleading in any material fact respect. Parent agrees to take all steps necessary to make cause 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 party and an appropriate amendment or supplement describing such information shall promptly Proxy Statement as so corrected to be prepared and filed with the applicable Governmental Entities by Monsoon andSEC and to be disseminated to holders of Units, in each case as, and to the extent extent, required by applicable Law, delivered to the holders of the Monsoon Ordinary SharesLegal Requirement. Monsoon agrees to Parent shall promptly provide Indigo Parent Buyer and its counsel with copies of any written comments, and shall inform Indigo Parent them of any oral comments, that Monsoon Parent or its counsel may receive from time to time from any Governmental Entity the SEC or its staff with respect to the Proxy Statement or any of the Transactions, (including any request by the SEC or its staff for any amendments or supplements to the preliminary Proxy Statement or for additional information, in each case promptly after receipt of such comments or requestthe definitive Proxy Statement), and any written Parent and Buyer shall cooperate in filing with the SEC or oral responses theretoits staff, and, if required, Parent shall mail to its members, as promptly as reasonably practicable, such amendment or supplement. Indigo Parent Buyer and its counsel shall be given a reasonable opportunity to review the Proxy Statement any written responses to such SEC comments and any amendments or supplements thereto and Monsoon Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Indigo Parent Buyer and its counsel. The Proxy Statement shall comply in all material respects with requirements of Legal Requirement.

Preparation of Proxy Statement. (a) Xxxxx, Merger Sub and Parent shall furnish to each other all information concerning such person or such person's business that is required by applicable Law to be included in the Proxy Statement. As promptly soon as reasonably practicable following after the date hereof, Monsoon but in any event not later than April 25, 2001, Xxxxx shall prepare and file with the applicable Governmental Entities SEC (after providing Merger Sub and deliverParent with a reasonable opportunity to review and comment thereon) preliminary proxy materials relating to the Stockholders' Meeting (together with any amendments thereof or supplements thereto, or the "Proxy Statement") and shall use its best efforts to promptly respond to any comments of the staff ("Staff") of the SEC (after providing Merger Sub and Parent with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be delivered, mailed to Xxxxx'x stockholders as promptly as practicable after responding to all such comments to the holders satisfaction of the Monsoon Ordinary SharesStaff. Xxxxx shall notify Merger Sub and Parent promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Merger Sub with copies of all correspondence between Xxxxx or any of its representatives, a proxy statement on the one hand, and the SEC, on the other hand, with respect to be used the Proxy Statement or the Merger. Xxxxx will cause the Proxy Statement to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish comply in all information as may be reasonably requested by Monsoon and its advisers in connection material respects with the preparation, filing applicable provisions of the 1934 Act and distribution of the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and its affiliates to ensure that the statements regarding the parties hereto and their affiliates and such transactions contained in the Proxy Statement will not on the date the Proxy Statement is mailed or on the date of the Stockholders' Meeting or at the Effective Time include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary amendments or supplements theretoin order to make the statements therein not misleading. If at any time prior to the Closing Stockholders' Meeting there shall occur any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which event that should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include 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 Xxxxx shall promptly notify the other party prepare and mail to its stockholders such an appropriate amendment or supplement; provided, that no such amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any will be made by Xxxxx without providing the Merger Sub and Parent the reasonable opportunity to review and comment thereon and without the approval of the TransactionsMerger Sub and Parent, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses theretowhich approval shall not be unreasonably withheld. Indigo Parent Xxxxx and its counsel shall be given a reasonable opportunity permit Merger Sub, Parent and their respective counsel to review participate in all communications with the SEC and its Staff, including all meetings and telephone conferences, relating to the Proxy Statement Statement, this Agreement or the Merger; provided that in the event that such participation by Merger Sub and any amendments or supplements thereto Parent is not practicable, the Board of Directors shall promptly inform Merger Sub and Monsoon shall give due consideration to Parent of the additions, deletions or changes suggested thereto by Indigo Parent content of all such communications and its counselthe participants involved therein.

Preparation of Proxy Statement. As promptly soon as practicable following after the date hereofof this Agreement (and in any event, Monsoon but subject to Parent’s timely performance of its obligations under Section 6.04(b), within twenty (20) Business Days after the date of this Agreement), the Company shall prepare and file with the applicable Governmental Entities and deliver, or shall cause to be delivered, to filed with the holders of the Monsoon Ordinary Shares, SEC in preliminary form a proxy statement relating to be used to seek the Monsoon Shareholder Approval Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Indigo Parent Unless there is an Adverse Recommendation Change pursuant to Section 6.03, the Proxy Statement shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with include the preparationBoard Recommendation. The Company will cause the Proxy Statement, filing and distribution at the time of the mailing of the Proxy Statement and or any necessary amendments or supplements thereto. If , and at the time of the Stockholders’ Meeting, not to contain any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement 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 representation, warranty or covenant is made by the party that discovers such Company with respect to information shall promptly notify supplied by or on behalf of Parent or Merger Sub (or their Representatives) for inclusion or incorporation by reference in the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed Proxy Statement. The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable Governmental Entities by Monsoon andprovisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of the NASDAQ. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to filing such documents with the SEC or disseminating such documents to stockholders of the Company and reasonable opportunity to review and comment on all responses to requests from the SEC for additional information, in each case, to the extent required reasonably practicable. The Company shall consider in good faith any comments made by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies respect to the foregoing; provided, however, that the Company may amend or supplement the Proxy Statement without the review or comment of Parent to effect an Adverse Recommendation Change pursuant to and in accordance with Section 6.03. The Company shall promptly notify Parent upon the receipt of any written commentscomments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall inform Indigo promptly provide Parent with copies of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff all correspondence with respect to the Proxy Statement or any the Transactions between the Company and its Representatives, on the one hand, and the SEC or the staff of the TransactionsSEC, including on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to, and Parent shall use reasonable best efforts to assist the Company in responding to, any request for amendments comments of the SEC or supplements the staff of the SEC with respect to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or requestStatement, and any written or oral responses thereto. Indigo the Company shall provide Parent and its counsel shall be given a reasonable opportunity to review and comment in accordance with this Section 6.04(a) on any proposed written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration the dissemination thereof to the additionsCompany’s stockholders, deletions or changes suggested thereto by Indigo responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and its counselto propose comments on such document or response.

Preparation of Proxy Statement. As promptly as reasonably practicable following after the date hereofhereof (and in any event within fifteen Business Days), Monsoon Parent shall prepare and file with the applicable Governmental Entities SEC the preliminary Proxy Statement in form and deliver, or cause substance reasonably satisfactory to be delivered, each of Parent and Buyer relating to the holders transactions contemplated hereby. Subject to the terms of the Monsoon Ordinary Sharesthis Agreement, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the Proxy Statement shall reflect the Recommendation and any necessary amendments or supplements theretoshall include a description of the other Board Actions. If at any time prior Buyer shall cooperate with Parent in the preparation of the preliminary Proxy Statement and the definitive Proxy Statement and shall furnish to Parent the Closing any information relating to Monsoon or Indigo ParentBuyer required by the Exchange Act. Parent shall use its commercially reasonable efforts, or after consultation with Buyer (and Buyer shall cooperate with Parent in good faith in connection therewith), to respond as promptly as practicable to any comments of their respective Affiliates, directors or officers, should the SEC and to cause the Proxy Statement in definitive form to be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement mailed to the Members at the earliest reasonably practicable time. Each of Parent and Buyer shall promptly correct any information provided by it for use in the Proxy Statement, so Statement if and to the extent that such document would not include any misstatement of a material fact it shall have become false or omit to state misleading in any material fact respect. Parent agrees to take all steps necessary to make cause 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 party and an appropriate amendment or supplement describing such information shall promptly Proxy Statement as so corrected to be prepared and filed with the applicable Governmental Entities by Monsoon andSEC and to be disseminated to holders of Units, in each case as, and to the extent extent, required by applicable Law, delivered to the holders of the Monsoon Ordinary SharesLegal Requirement. Monsoon agrees to Parent shall promptly provide Indigo Parent Buyer and its counsel 4832-2222-1976\19 with copies of any written comments, and shall inform Indigo Parent them of any oral comments, that Monsoon Parent or its counsel may receive from time to time from any Governmental Entity the SEC or its staff with respect to the Proxy Statement or any of the Transactions, (including any request by the SEC or its staff for any amendments or supplements to the preliminary Proxy Statement or for additional information, in each case promptly after receipt of such comments or requestthe definitive Proxy Statement), and any written Parent and Buyer shall cooperate in filing with the SEC or oral responses theretoits staff, and, if required, Parent shall mail to its members, as promptly as reasonably practicable, such amendment or supplement. Indigo Parent Buyer and its counsel shall be given a reasonable opportunity to review the Proxy Statement any written responses to such SEC comments and any amendments or supplements thereto and Monsoon Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Indigo Parent Buyer and its counsel. The Proxy Statement shall comply in all material respects with requirements of Legal Requirement.

Preparation of Proxy Statement. As promptly as practicable following the date hereofParent Seller shall, Monsoon and each other Seller shall cause Parent Seller to, prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, SEC a proxy statement or information statement relating to be used to seek the Monsoon Shareholder Approval Seller Shareholders' Meeting (the “"Proxy Statement”). Indigo Parent ") as soon as reasonably practicable after the date hereof, and shall furnish all information as may be reasonably requested by Monsoon and use its advisers in connection with the preparation, filing and distribution of best efforts to have the Proxy Statement and any necessary amendments or supplements theretocleared by the SEC. If at any time prior to the New York Closing Date any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which event shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement, so that Parent Seller shall, and each other Seller shall cause Parent Seller to, prepare and file with the SEC such document would not include 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 party and an appropriate amendment or supplement describing such information as soon thereafter as is reasonably practicable. Parent Seller shall, and each other Seller shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon andcause Parent Seller to, to the extent required by applicable Law, delivered to the holders notify Purchaser of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies receipt of any written comments, and shall inform Indigo Parent comments of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or any of the Transactions, including any request for amendments or supplements to the Proxy Statement supplement thereto or for additional information, in each case and shall promptly after receipt provide (or cause to be provided) to Purchaser copies of such comments all correspondence between Parent Seller or requestany representative of Parent Seller and the SEC with respect to the Proxy Statement. Parent Seller shall, and any written or oral responses thereto. Indigo each other Seller shall cause Parent Seller to, and each other Seller shall cause Parent Seller to, promptly give Purchaser and its counsel shall be given a reasonable the opportunity to review the Proxy Statement and any amendments all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or supplements thereto sent to, the SEC. Parent Seller agrees to use its best efforts, (and Monsoon shall give due consideration each other Seller agrees to cause Parent Seller to use its best efforts to) after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the additionsstockholders entitled to vote at Parent Seller Shareholders' Meeting at the earliest practicable time (but in no event later than November 30, deletions or changes suggested thereto by Indigo Parent and its counsel2001).

Preparation of Proxy Statement. As ARCA promptly as practicable following the date hereof, Monsoon shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the Proxy Statement and mail the same to its shareholders in accordance with its charter and bylaws . CyberGuard shall cooperate with and assist ARCA in the preparation of the Proxy Statement. The Proxy Statement shall, together with the CyberGuard Disclosure Materials, constitute a disclosure document for the offer and issuance of the shares of CyberGuard Common Stock to be received by holders of ARCA Common Stock and ARCA Preferred Stock in the Merger. ARCA and CyberGuard shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities law requirements. Each of ARCA and CyberGuard agrees to provide promptly to the other such information concerning its business affairs and financial statements as, in the reasonable judgment of the providing party or its counsel, may be required for inclusion in or with the Proxy Statement, or in any necessary amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Proxy Statement. If at any time prior to the Closing any information event relating to Monsoon or Indigo Parent, CyberGuard or any of their respective Affiliates, directors or officers, its Subsidiaries should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment of, or a supplement to to, the Proxy Statement, CyberGuard promptly shall so inform ARCA and shall furnish all necessary information to ARCA relating to such event. If any event relating to ARCA should be discovered which should be set forth in an amendment of, or a supplement to, the Proxy Statement, ARCA promptly shall so inform CyberGuard and shall furnish all necessary information to CyberGuard relating to such event. In the Proxy Statement, ARCA shall present this Agreement and the Merger for approval by the holders of ARCA Common Stock and ARCA Preferred Stock either by written consent or at the special meeting of ARCA Shareholders relating to the Merger, include the recommendation of ARCA's Board of Directors to its Shareholders that such document would not they vote in favor of the Agreement and the Merger and include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light description of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent availability of dissenters' rights required by applicable Law, delivered to the holders of the Monsoon Ordinary Shareslaw. Monsoon agrees to ARCA shall provide Indigo Parent CyberGuard and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review review, comment upon and approve the Proxy Statement. ARCA covenants to CyberGuard that it will distribute the Proxy Statement only to recipients who also receive a copy of the CyberGuard Disclosure Materials concurrently therewith and that the Proxy Statement will contain a conspicuous statement in substantially the following form: THIS PROXY STATEMENT IS BEING DISTRIBUTED TOGETHER WITH THE CYBERGUARD DISCLOSURE MATERIALS IN CONNECTION WITH THE MERGER DESCRIBED HEREIN. THE CYBERGUARD DISCLOSURE MATERIALS CONTAIN IMPORTANT INFORMATION CONCERNING CYBERGUARD CORPORATION AND SHOULD BE READ TOGETHER WITH THIS PROXY STATEMENT PRIOR TO MAKING A DECISION TO VOTE ON THE MERGER. IF YOU HAVE RECEIVED THIS PROXY STATEMENT WITHOUT THE ACCOMPANYING CYBERGUARD DISCLOSURE MATERIALS PLEASE CONTACT ARCA SYSTEMS, INC. IMMEDIATELY AND A COPY OF SUCH MATERIALS WILL BE PROVIDED TO YOU FREE OF CHARGE. In addition, any amendments form of proxy or supplements thereto written consent which is provided to holders of ARCA's securities for use in voting upon or consenting to this Agreement and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent Merger will contain an acknowledgment that the stockholder executing the proxy has received and its counselreviewed the CyberGuard Disclosure Materials.

Preparation of Proxy Statement. (a) Rymex, Xxrger Sub and Parent shall furnish to each other all information concerning such person or such person's business that is required by applicable Law to be included in the Proxy Statement. As promptly soon as reasonably practicable following after the date hereof, Monsoon shall but in any event not later than April 25, 2001, Rymex xxxll prepare and file with the applicable Governmental Entities SEC (after providing Merger Sub and deliver, or cause Parent with a reasonable opportunity to be delivered, review and comment thereon) preliminary proxy materials relating to the holders Stockholders' Meeting (together with any amendments thereof or supplements thereto, the "Proxy Statement") and shall use its best efforts to promptly respond to any comments of the Monsoon Ordinary Shares, staff ("Staff") of the SEC (after providing Merger Sub and Parent with a proxy statement reasonable opportunity to be used review and comment thereon) and to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of cause the Proxy Statement and any necessary amendments or supplements thereto. If at any time prior to be mailed to Rymex'x xxxckholders as promptly as practicable after responding to all such comments to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light satisfaction of the circumstances under which they were made, not misleading, the party that discovers such information shall Staff. Rymex xxxll notify Merger Sub and Parent promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies receipt of any written comments, comments from the SEC and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to request by the Proxy Statement or any of the Transactions, including any request SEC for amendments or supplements to the Proxy Statement or for additional informationinformation and shall supply Merger Sub with copies of all correspondence between Rymex xx any of its representatives, in each case promptly after receipt of such comments or requeston the one hand, and any written the SEC, on the other hand, with respect to the Proxy Statement or oral responses theretothe Merger. Indigo Parent Rymex xxxl cause the Proxy Statement to comply in all material respects with the applicable provisions of the 1934 Act and its counsel shall be given a reasonable opportunity the rules and regulations thereunder applicable to review the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any amendments requirement to amend or supplements thereto supplement the Proxy Statement) and Monsoon each party shall give due consideration furnish to the additions, deletions or changes suggested thereto by Indigo Parent other such information relating to it and its counsel.affiliates to ensure that the statements regarding the parties hereto and their affiliates and such transactions contained in the Proxy Statement will not on the date the Proxy Statement is mailed or on

Preparation of Proxy Statement. As promptly soon as reasonably practicable following the date hereofof this Agreement, Monsoon Earthstone shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, SEC a proxy statement containing the information specified in Schedule 14A of the Exchange Act to be used to seek the Monsoon Shareholder obtain Stockholder Approval (the “Proxy Statement”)) in preliminary form. Indigo Parent shall furnish all information as may be reasonably requested by Monsoon Earthstone will endeavor to provide copies of the proposed Proxy Statement to Seller such that Seller and its advisers representatives are afforded a reasonable amount of time prior to the dissemination or filing thereof to review such material and comment thereon in connection good faith prior to such dissemination or filing, and Earthstone shall reasonably consider in good faith any comments of such Persons and shall make Earthstone’s representatives available to discuss such comments with such Persons. Earthstone shall use its reasonable best efforts to have the preparation, Proxy Statement cleared for use under the Exchange Act as promptly as practicable after such filing. Earthstone shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Earthstone Stockholders as promptly as practicable after the clearance is received from the SEC. Earthstone shall use commercially reasonable efforts to keep Seller informed throughout the process of filing and distribution of the Proxy Statement and any necessary amendments or supplements theretoStatement. If at any time prior to the Closing Date any information relating to Monsoon Buyer or Indigo ParentSeller, or any of their respective Affiliates, directors or officers, should be is discovered by Monsoon or Indigo Parent which any Party that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document it would not include 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 Party that discovers such information shall promptly notify the other party Parties hereto and an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the applicable Governmental Entities by Monsoon SEC and, to the extent required by applicable Law, delivered disseminated to the holders Earthstone Stockholders. Earthstone shall notify Seller of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies receipt of any written comments, comments from the SEC and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to request by the Proxy Statement or any of the Transactions, including any request SEC for amendments or supplements to the Proxy Statement or for additional information. After the Execution Date, in each case promptly after receipt Buyer shall commence preparation of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review draft of the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration registration statement with respect to the additions, deletions or changes suggested thereto by Indigo Parent and its counselStock Consideration in a manner consistent with the Registration Rights Agreement.

Preparation of Proxy Statement. As promptly soon as reasonably practicable following the date hereofof this Agreement, Monsoon Earthstone shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, SEC a proxy statement containing the information specified in Schedule 14A of the Exchange Act to be used to seek the Monsoon Shareholder obtain Stockholder Approval (the “Proxy Statement”)) in preliminary form. Indigo Parent shall furnish all information as may be reasonably requested by Monsoon Earthstone will endeavor to provide copies of the proposed Proxy Statement to Seller such that Seller and its advisers representatives are afforded a reasonable amount of time prior to the dissemination or filing thereof to review such material and comment thereon in connection good faith prior to such dissemination or filing, and Earthstone shall reasonably consider in good faith any comments of such Persons and shall make Earthstone’s representatives available to discuss such comments with such Persons. Earthstone shall provide Seller and its representatives with copies of any written comments and inform them of the preparation, material terms of any oral comments that Earthstone or any of its representatives receive from the SEC or its staff with respect to the Proxy Statement within a commercially reasonable period after the receipt of such comments and shall give Seller a reasonable opportunity under the circumstances to review and comment in good faith on any proposed written or material oral responses to such comments and Earthstone shall reasonably consider in good faith any such comments. Earthstone shall use its reasonable best efforts to have the Proxy Statement cleared for use under the Exchange Act as promptly as practicable after such filing. Earthstone shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Earthstone Stockholders as promptly as practicable after the clearance is received from the SEC. Earthstone shall use commercially reasonable efforts to keep Seller informed throughout the process of filing and distribution of the Proxy Statement and any necessary amendments or supplements theretoStatement. If at any time prior to the Closing Date any information relating to Monsoon Buyer or Indigo ParentSeller, or any of their respective Affiliates, directors or officers, should be is discovered by Monsoon or Indigo Parent which any Party that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document it would not include 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 Party that discovers such information shall promptly notify the other party Parties hereto and an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the applicable Governmental Entities by Monsoon SEC and, to the extent required by applicable Law, delivered disseminated to the holders Earthstone Stockholders. Earthstone shall notify Seller of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies receipt of any written comments, comments from the SEC and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to request by the Proxy Statement or any of the Transactions, including any request SEC for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counsel.

Preparation of Proxy Statement. As promptly soon as practicable reasonably practicable, but in any event within 28 days following the date hereof, Monsoon shall Target shall, with the assistance and approval (not to be unreasonably withheld or delayed) of Zoetis prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, SEC a proxy statement to statement, which shall include the Scheme Document (as may be used to seek the Monsoon Shareholder Approval (amended or supplemented, the “Proxy Statement”), relating to the matters to be submitted to the Target Shareholders at the Scheme Meeting and the EGM. Indigo Parent Target shall furnish use all information reasonable endeavours to resolve all SEC comments and have the Proxy Statement cleared by the SEC as may promptly as is reasonably practicable following filing with the SEC and to mail the Proxy Statement to its shareholders as promptly as is reasonably practicable after such clearance, to the extent required by applicable Law. Target shall, as promptly as is reasonably practicable after receipt thereof, provide Zoetis with copies of any written comments and advise Zoetis of any oral comments with respect to the Proxy Statement received from the SEC. Each Party shall cooperate and Target shall provide Zoetis with a reasonable opportunity (which shall not be less than two Business Days from receipt of written notice from Target) to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, which comments shall be reasonably requested considered by Monsoon Target, and its advisers in connection Target will provide Zoetis with a copy of all such filings made with the preparationSEC (to the extent not otherwise made publicly available). Target will advise Zoetis, filing and distribution promptly after it receives notice thereof, of SEC clearance of the Proxy Statement and any necessary amendments or supplements theretoStatement. If If, at any time prior to the Closing any information relating to Monsoon or Indigo ParentEffective Time, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, Statement is necessary so that such document documents would not include 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 Target shall promptly notify Zoetis and, to the other party and extent required by Law an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the applicable Governmental Entities by Monsoon SEC and, to the extent required by applicable Law, delivered disseminated to the holders Target Shareholders. To the extent that clearance of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any by the SEC might require that waivers and/or derogations in respect of the TransactionsTakeover Rules be sought and obtained from the Panel, including any request following discussion with Zoetis, Target shall make a submission for amendments such waiver or supplements to derogation at the Proxy Statement or for additional information, in each case promptly earliest opportunity after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given having provided Zoetis with a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto comment on such submission, which comments shall be reasonably considered and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto accommodated by Indigo Parent and its counselTarget.

Preparation of Proxy Statement. As promptly as practicable following If required by applicable law, the date hereof, Monsoon Company shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of SEC the Proxy Statement as soon as reasonably practicable after the first to occur of the purchase of and any necessary amendments payment for shares of Class A Common Stock pursuant to the Offer or supplements theretothe Merger Trigger, and shall use its best efforts to have the Proxy Statement cleared by the SEC. If at any time prior to the Closing Effective Time any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which event shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement, so that the Company shall prepare and file with the SEC such document would not include 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 party and an appropriate amendment or supplement describing such information as soon thereafter as is reasonably practicable. Parent, Sub and the Company shall promptly be prepared and filed cooperate with each other in the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders preparation of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Proxy Statement, and the Company shall notify Parent and its counsel with copies of the receipt of any written comments, and shall inform Indigo Parent comments of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or any of the Transactions, including any request for amendments or supplements to the Proxy Statement supplement thereto or for additional information, in each case and shall provide to Parent promptly after receipt copies of such comments all correspondence between the Company or request, any representative of the Company and any written or oral responses theretothe SEC with respect to the Proxy Statement. Indigo The Company shall give Parent and its counsel shall be given a reasonable the opportunity to review the Proxy Statement and any amendments all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or supplements thereto sent to, the SEC. Each of the Company, Parent and Monsoon shall give due consideration Sub agrees to use its best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the additions, deletions or changes suggested thereto by Indigo Parent and its counselholders of Company Common Stock entitled to vote at the Company Stockholders' Meeting at the earliest practicable time.